EX-4 3 ex43h.txt EXHIBIT 4.3 (H) =================================================================== 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 =================================================================== 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). 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: ---------------------------------------------------- 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 ---------------------------------------------------- ---------------------------------------------------- A- or A3 10.0 40.0 12.5 ---------------------------------------------------- ---------------------------------------------------- BBB+ or Baa1 12.5 50.0 12.5 ---------------------------------------------------- ---------------------------------------------------- BBB or Baa2 15.0 60.0 15.0 ---------------------------------------------------- ---------------------------------------------------- BBB- or Baa3 25.0 75.0 25.0 ---------------------------------------------------- ---------------------------------------------------- BB+ or Ba1 35.0 115.0 25.0 ---------------------------------------------------- BB or below or 50.0 175.0 25.0 unrated, or Ba2 or below or unrated ---------------------------------------------------- 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: 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 3.01. Effectiveness. Upon (i) Borrower's payment and performance of all obligations in connection herewith, (ii) Agent's receipt from each of the Banks (other than the Non-Extending Banks), the Borrower, and the Guarantors of a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to Agent) that such party has signed a counterpart hereof, (iii) Agent's receipt of a certificate signed by the Secretary or Assistant Secretary of each Borrower and Guarantor certifying that the articles of incorporation, bylaws, resolutions, specimen signatures and incumbency of officers previously delivered by such Borrower or Guarantor to the Agent in connection with the Facility A Credit Agreement remain in effect and have not been amended and are effective to authorize such Person's execution, delivery, and performance of this Amendment, provided that, to the extent such articles of incorporation, bylaws, resolutions, or incumbency are no longer in effect or have been amended, such certificate shall certify as to the changes thereto, this Amendment shall be effective as of the date hereof, and (iv) an opinion of counsel with respect to the enforceability of, and the due authorization and capacity of the Borrower and each of the Guarantors to execute, deliver and perform, this Amendment. 3.02. Amendment. The Facility A Credit Agreement is hereby amended in accordance with the terms hereof, and this Amendment and the Facility A Credit Agreement shall hereafter be one agreement and any reference to the Facility A Credit Agreement in any document, instrument, or agreement shall hereafter mean and include the Facility A Credit Agreement as amended hereby. In the event of irreconcilable inconsistency between the terms or provisions hereof and the terms or provisions of the Facility A Credit Agreement, the terms and provisions hereof shall control. 3.03. Joinder of Guarantors. Each of the Guarantors hereby joins in this Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms its obligations set forth in the Facility A Credit Agreement, as hereby amended, and in each other Fundamental Document given by it in connection therewith. Article IV Miscellaneous 4.01. Facility A Credit Agreement. Except as specifically amended by the provisions hereof, the Facility A Credit Agreement and all other Fundamental Documents shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto. 4.02. Counterparts, Telecopy Signatures. This Amendment may be signed in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument; and, delivery of executed signature pages hereof by telecopy transmission from one party to another shall constitute effective and binding execution and delivery respectively of this Amendment by such party. 4.03. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to its conflict of laws principles. 4.04. Expenses. Each of the Borrower and each of the Guarantors agree, jointly and severally, to reimburse the Agent for its reasonable out-of-pocket expenses arising in connection with the negotiation, preparation and execution of this Amendment, including the reasonable fees and expenses of Buchanan Ingersoll PC, counsel for the Agent. 4.05. Severability. If any provision of this Amendment, or the application thereof to any party hereto, shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Amendment which can be given effect without the invalid and unenforceable provision or application, and to this end the parties hereto agree that the provisions of this Amendment are and shall be severable. 4.06. Banks' Consent. Each Bank, by its execution hereof, hereby consents to this Amendment pursuant Section 10.02 of the Facility A Credit Agreement. [SIGNATURE PAGES FOLLOW] [SIGNATURE PAGE 1 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] IN WITNESS WHEREOF, the parties hereto, have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. [BORROWER:] DENTSPLY INTERNATIONAL INC., a Delaware corporation By: Name: Title: [GUARANTORS:] CERAMCO INC., a Delaware corporation By: Name: Title: CERAMCO MANUFACTURING CO., a Delaware corporation By: Name: Title: [SIGNATURE PAGE 2 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] G.A.C. INTERNATIONAL, INC., a New York corporation By: Name: Title: RANSOM & RANDOLPH COMPANY, a Delaware corporation By: Name: Title: TULSA DENTAL PRODUCTS INC., a Delaware corporation By: Name: Title: AUSTENAL, INC., an Illinois corporation By: Name: Title: [SIGNATURE PAGE 3 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] DENTSPLY FINANCE CO., a Delaware corporation By: Name: Title: DENTSPLY RESEARCH & DEVELOPMENT CORP., a Delaware corporation By: Name: Title: [SIGNATURE PAGE 4 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] [BANKS:] ABN AMRO BANK N.V., individually and as Administrative Agent for the Banks By: Name: Title: By: Name: Title: [SIGNATURE PAGE 5 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] CITIBANK, N.A., individually and as Syndication Agent for the Banks By: Name: Title: [SIGNATURE PAGE 6 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] FLEET NATIONAL BANK, individually and as Co-Documentation Agent for the Banks By: Name: Title: [SIGNATURE PAGE 7 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] HARRIS TRUST AND SAVINGS BANK, individually and as Co-Documentation Agent for the Banks By: Name: Title: [SIGNATURE PAGE 8 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Co-Documentation Agent for the Banks By: Name: Title: [SIGNATURE PAGE 9 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] ALLFIRST BANK By: Name: Title: [SIGNATURE PAGE 10 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: Name: Title: [SIGNATURE PAGE 11 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] DRESDNER BANK AG IN FRANKFURT AM MAIN By: Name: Title: By: Name: Title: [SIGNATURE PAGE 12 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] JPMORGAN CHASE BANK By: Name: Title: [SIGNATURE PAGE 13 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] FIFTH THIRD BANK By: Name: Title: [SIGNATURE PAGE 14 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] NATIONAL CITY BANK By: Name: Title: [SIGNATURE PAGE 15 OF 15 TO AMENDMENT NO. 4 TO 364-DAY CREDIT FACILITY] UBS AG, STAMFORD BRANCH By: Name: Title: By: Name: Title: SCHEDULE 2.01 - 5 SCHEDULE 2.01 TO FACILITY A CREDIT AGREEMENT (364-DAY) Part 1 - Commitments of Banks and Addresses for Notices to Banks Amount of Ratable Bank Commitment Share Name: ABN AMRO Bank N.V. $30,000,000 12.00% Address for Notices: 55 East 52nd Street New York, NY 10055 Attn: Todd Miller Telephone:(212) 409-7046 Telecopy:(212) 409-1641 ------------------------------------------ Copy to: 208 S. LaSalle Street, Suite 1500 Chicago, IL 60604-1003 Attn: Nemesia Esangga, Agency Services Telephone:(312) 992-5082 Telecopy:(312) 992-5157 With a copy to: Attn: Suzanne Smith, Agency Services Telephone: (312) 992-5095 Telecopy: (312) 992-5157 With a copy to: Attn: Dominic Blea, Credit Administration Telephone: (312) 992-5196 Telecopy: (312) 992-5111 Address of Lending Office: 208 S. LaSalle Street, Suite 1500 Chicago, IL 60604-1003 Attn: Nemesia Esangga, Agency Services Telephone:(312) 992-5082 Telecopy:(312) 992-5157 Name: Citibank, N.A. $30,000,000 12.00% Address for Notices: 388 Greenwich Street, 23rd Floor New York, NY 10013 Attn: Stuart G. Miller Telephone:(212) 816-5414 Telecopy:(212) 816-5402 Address of Lending Office: Same as Notices Name: Fleet National Bank $25,000,000 10.00% Address for Notices: 502 Carnegie Center Princeton, NJ 08540 Attn: Peter J. Cahill Telephone:(609) 627-7810 Telecopy:(609) 799-9262 Address of Lending Office: Same as Notices Name: Harris Trust and Savings Bank $25,000,000 10.00% Address for Notices: 111 W. Monroe Street Chicago, IL 60603 Attn: Jeffrey C. Nicholson Telephone:(312) 461-2736 Telecopy:(312) 461-5225 Address of Lending Office: Same as Notices Name: Wachovia Bank, National Association $25,000,000 10.00% Address for Notices: 1339 Chestnut Street, 12th Floor Philadelphia, PA 19107 Attn: Jeanette Griffin Telephone:(267) 321-6615 Telecopy:(267) 321-6702 Address of Lending Office: 3 Bishopsgate, London EC2N 3AB United Kingdom Attn: Matthew Vickers Telephone:011 44 0 207 962 2868 Telecopy:011 44 0 207 929 4645 Name: Allfirst Bank $20,000,000 8.00% Address for Notices: 2055 South Queen Street, MC 182-02-01 York, PA 17403 Attn: Theodore K. Oswald Telephone:(717) 771-4904 Telecopy:(717) 771-4914 Address of Lending Office: Same as Notices Name: Bank of Tokyo-Mitsubishi Trust Company $20,000,000 8.00% Address for Notices: 1251 Avenue of the Americas, 12th Floor New York, NY 10020-1104 Attn: Heather Zimmermann Telephone:(212) 782-4220 Telecopy:(212) 782-6440 Address of Lending Office: Same as Notices Name: Dresdner Bank AG in Frankfurt am Main $20,000,000 8.00% Address for Notices: Gallusanlage 2, 3. OG, Fach 6 D - 60613 Frankfurt Germany Attn: Rainer Bleek Telephone:011 49 (69) 263 12876 Telecopy:011 49 (69) 263 12878 Address of Lending Office: Gallusanlage 2, 3. OG D - 60613 Frankfurt Germany Attn: Juergen Schecke Telephone:011 49 (69) 263 12879 Telecopy:011 49 (69) 263 12878 Name: JPMorgan Chase Bank $20,000,000 8.00% Address for Notices: One Riverfront Plaza, 2nd Floor Newark, NJ 07102 Attn: Sherry Misiak Telephone:(973) 353-6170 Telecopy:(973) 353-6158 Address of Lending Office: Same as Notices Name: Fifth Third Bank $12,500,000 5.00% Address for Notices: 38 Fountain Square, MD 109054 Cincinnati, OH 45263 Attn: Christine L. Wagner Telephone:(513) 744-7348 Telecopy:(513) 744-5947 Address of Lending Office: Same as Notices Name: National City Bank $12,500,000 5.00% Address for Notices: ================ Attn: ___________ Telephone:____________ Telecopy:____________ Address of Lending Office: Same as Notices Name: UBS AG, Stamford Branch $10,000,000 4.00% Address for Notices: 677 Washington Blvd., 6th Floor South Stamford, CT 06901 Attn: Susan Brunner Telephone:(203) 719-4181 Telecopy:(203) 719-4176 Address of Lending Office: Same as Notices Total $250,000,000 100.00% SCHEDULE 2.01 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES Part 2 - Addresses for Notices to Administrative Agent, Borrower, and Guarantors: ADMINISTRATIVE AGENT: Name: ABN AMRO Bank N.V. Address for Notices: 55 East 52nd Street New York, NY 10055 Attn: Todd Miller Telephone:(212) 409-7046 Telecopy:(212) 409-1641 Copy to: 208 S. LaSalle Street, Suite 1500 Chicago, IL 60604-1003 Attn: Nemesia Esangga, Agency Services Telephone:(312) 992-5082 Telecopy:(312) 992-5157 With a copy to: Attn: Suzanne Smith, Agency Services Telephone: (312) 992-5095 Telecopy: (312) 992-5157 With a copy to: Attn: Dominic Blea, Credit Administration Telephone: (312) 992-5196 Telecopy: (312) 992-5111 BORROWER: Name: DENTSPLY INTERNATIONAL INC. Address: 570 West College Avenue P.O. Box 872 York, PA 17405-0872 Attn: Mr. William E. Reardon, Treasurer Telephone: (717) 849-4262 Telecopy: (717) 849-4759 With a copy to: Attn: Brian M. Addison, Esq., General Counsel and Secretary Telephone: (717) 849-4363 Telecopy: (717) 849-4753 GUARANTORS: Names and addresses: ---------------------------------------------------------------------- CERAMCO INC. CERAMCO MANUFACTURING CO. ----------------------------------- HC-01 Box 8122 Six Terri Lane State Road 183, KM.19.6 Burlington, NJ 08016 Las Piedras, PR 00671-9738 Attention: Secretary Attention: Secretary ---------------------------------------------------------------------- ---------------------------------------------------------------------- DENTSPLY FINANCE CO. DENTSPLY INTERNATIONAL 2337 S. Yates Avenue PREVENTIVE CARE DIVISION L.P. Los Angeles, CA 90040 570 West College Avenue Attention: Secretary York, PA 17404 Attention: Secretary ---------------------------------------------------------------------- ---------------------------------------------------------------------- DENTSPLY RESEARCH & DEVELOPMENT G.A.C. INTERNATIONAL, INC. CORP. 185 Oval Drive 2337 S. Yates Avenue Islandia, NY 11749-1413 Los Angeles, CA 90040 Attention: Secretary Attention: Secretary ---------------------------------------------------------------------- ---------------------------------------------------------------------- MIDWEST DENTAL PRODUCTS CORPORATION RANSOM & RANDOLPH COMPANY 901 West Oakton Street 3535 Briarfield Boulevard Des Plaines, IL 60018 Maumee, OH 43537 Attention: Secretary Attention: Secretary ---------------------------------------------------------------------- ---------------------------------------------------------------------- TULSA DENTAL PRODUCTS INC. 5001 E. 68th Street, Suite 500 Tulsa, OK 74136 Attention: Secretary ----------------------------------------------------------------------