-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OjO2Z8eTuqR2s5AQwdg4ru11b6R5s70AYJsHJEb+IYIHjUDlQDhNdZmP4RgMgk5U gr4U79nwwoAAsDweZQMlmA== 0000950124-96-003582.txt : 19960814 0000950124-96-003582.hdr.sgml : 19960814 ACCESSION NUMBER: 0000950124-96-003582 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYBRON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000824803 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 222849508 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11091 FILM NUMBER: 96611087 BUSINESS ADDRESS: STREET 1: 411 E WISCONSIN AVE 24TH FLR CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142746600 MAIL ADDRESS: STREET 1: 411 EAST WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: SYBRON INTERNATIONAL INC DATE OF NAME CHANGE: 19951221 10-Q 1 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________ to _________ Commission File Number: 1-11091 SYBRON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 22-2849508 --------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 - ----------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (414) 274-6600 -------------- (Registrant's telephone number, including area code) ------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- At August 6, 1996 there were 46,865,568 shares of the Registrant's Common Stock, par value $0.01 per share, outstanding. 2 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES Index Page ----------------------------------------------------------- ---- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Balance Sheets, June 30, 1996 (unaudited) and September 30, 1995 2 Consolidated Statements of Operations, three months ended June 30, 1996 (unaudited) and 1995 (unaudited) and the nine months ended June 30, 1996 (unaudited) and 1995 (unaudited) 3 Consolidated Statements of Shareholders' Equity for the nine months ended June 30, 1996 (unaudited) and the year ended September 30, 1995 4 Consolidated Statements of Cash Flows, nine months ended June 30, 1996 (unaudited) and 1995 (unaudited) 5 Notes to Unaudited Consolidated Financial Statements 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 18 ITEM 2. CHANGES IN SECURITIES 19 ITEM 5. OTHER INFORMATION 19 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 22 SIGNATURES 23 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ASSETS
June 30, September 30, 1996 1995 ----------- ------------- (Unaudited) Current assets: Cash and cash equivalents ................................... $ 10,576 $ 9,243 Accounts receivable (less allowance for doubtful receivables of $2,393 and $2,355) ........................... 118,463 109,572 Inventories (note 2) ........................................ 117,719 108,675 Deferred income taxes ....................................... 9,246 7,696 Prepaid expenses and other current assets ................... 16,720 13,229 -------- -------- Total current assets ..................................... 272,724 248,415 -------- -------- Property, plant and equipment net of depreciation of $123,062 and $103,497 ................................................ 151,875 148,110 Intangible assets ........................................... 452,165 437,865 Deferred income taxes ....................................... 14,435 11,672 Other non-current assets .................................... 7,020 6,021 -------- -------- Total assets ............................................. $898,219 $852,083 ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ............................................... $ 27,435 $ 27,165 Current portion of long-term debt .............................. 40,069 39,635 Income taxes payable ........................................... 2,690 17,772 Accrued payroll and employee benefits .......................... 28,022 26,890 Deferred income taxes .......................................... 1,769 1,234 Other current liabilities ...................................... 25,487 25,459 -------- -------- Total current liabilities .................................... 125,472 138,155 -------- -------- Long-term debt .................................................. 436,661 406,547 Deferred income taxes ........................................... 56,277 62,071 Other liabilities ............................................... 11,644 17,803 Minority interest in consolidated subsidiaries .................. 232 257 Commitments and contingent liabilities: Shareholders' equity: Common Stock, $.01 par value; authorized 110,000,000 shares, issued 46,866,914 and 46,529,992 shares, respectively .. 469 465 Preferred Stock, $.01 par value; authorized 20,000,000 shares .. - - Equity Rights; 1,098 rights at $1.09 per right ................. 1 1 Additional paid-in capital ..................................... 179,119 172,774 Retained earnings .............................................. 93,628 54,261 Cumulative foreign currency translation adjustment ............. (4,813) 220 Treasury common stock, 2,402 shares at cost .................... (1) (1) Minimum pension liability adjustment (470) (470) -------- -------- Total shareholders' equity .............................. 267,933 227,250 -------- -------- Total liabilities and shareholders' equity .................... $898,219 $852,083 ======== ========
See accompanying notes to unaudited consolidated financial statements 2 4 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended Nine Months Ended June 30, June 30, 1996 1995 1996 1995 -------- -------- -------- -------- Net sales ........................................ $171,096 $129,763 $488,809 $369,427 Cost of sales .................................... 85,618 64,541 246,101 184,012 -------- -------- -------- -------- Gross profit ..................................... 85,478 65,222 242,708 185,415 Selling, general and administrative expenses ..... 47,429 36,398 138,621 107,607 Restructuring expense ............................ - - 8,277 - -------- -------- -------- -------- Operating income ................................. 38,049 28,824 95,810 77,808 -------- -------- -------- -------- Other income (expense): Interest expense. ............................... (8,771) (5,855) (26,036) (15,626) Amortization of deferred financing costs ........ (71) (234) (214) (700) Minority interest in consolidated subsidiaries .. (19) (99) (127) (283) Other, net ...................................... (83) 41 (59) 250 -------- -------- -------- -------- Income before income taxes ....................... 29,105 22,677 69,374 61,449 Income taxes ..................................... 12,000 8,878 30,007 24,198 -------- -------- -------- -------- Net income ....................................... $ 17,105 $ 13,799 $ 39,367 $ 37,251 ======== ======== ======== ======== Earnings per common share ........................ $ .36 $ .29 $ .82 $ .79 ======== ======== ======== ========
See accompanying notes to unaudited consolidated financial statements. 3 5 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR THE YEAR ENDED SEPTEMBER 30, 1995 AND FOR THE NINE MONTHS ENDED JUNE 30, 1996 (IN THOUSANDS, EXCEPT SHARE DATA)
CUMULATIVE AMOUNT FOREIGN RELATED TO ADDITIONAL CURRENCY TREASURY RECORDING TOTAL COMMON EQUITY PAID-IN RETAINED TRANSLATION COMMON MINIMUM SHAREHOLDERS' STOCK RIGHTS CAPITAL EARNINGS ADJUSTMENT STOCK PENSION LIABILITY EQUITY ------ ------ ---------- -------- ----------- -------- ----------------- ------------- Balance at September 30, 1994 $464 $2 $170,927 $ 5,346 $ 38 $ (2) $ - $176,775 Shares issued in connection with the exercise of 135,268 stock options ................. 1 - 1,550 - - - - 1,551 Conversion of 294 equity rights to common stock ............... - (1) - - - 1 - - Tax benefits related to stock options ....................... - - 297 - - - - 297 Net income .................... - - - 48,915 - - - 48,915 Cumulative foreign currency translation adjustment ........ - - - - 182 - - 182 Amount related to recording minimum pension liability ..... - - - - - - (470) (470) ------ ------ ---------- -------- ----------- -------- ----------------- ------------- Balance at September 30, 1995 $465 $1 $172,774 $54,261 $ 220 $ (1) $(470) $227,250 ====== ====== ========== ======== =========== ======== ================= ============= Shares issued in connection with the exercise of 336,922 stock options ................. 4 - 4,935 - - - - 4,939 Tax benefits related to stock options ....................... - - 1,410 - - - - 1,410 Net income (Unaudited) ........ - - - 39,367 - - - 39,367 Cumulative foreign currency translation adjustment ........ - - - - (5,033) - - (5,033) ------ ------ ---------- -------- ----------- -------- ----------------- ------------- Balance at June 30, 1996 (Unaudited) ................... $469 $1 $179,119 $93,628 $ (4,813) $ (1) $(470) $267,933 ====== ====== ========== ======== =========== ======== ================= =============
See accompanying notes to consolidated financial statements 4 6 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
Nine Months Ended June 30, 1996 1995 --------- --------- Cash flows from operating activities: Net income .......................................................... $39,367 $37,251 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation ....................................................... 18,889 14,397 Amortization ....................................................... 14,412 10,003 Provision for losses on doubtful accounts .......................... 361 431 Inventory provisions ............................................... 1,582 761 Deferred taxes ..................................................... (9,572) (4,262) Changes in assets and liabilities: Increase in accounts receivable .................................... (4,235) (5,200) Increase in inventories ............................................ (8,107) (12,437) Increase in prepaid expenses and other current assets .............. (2,753) (2,011) Decrease in accounts payable ....................................... (1,058) (2,165) Decrease in taxes payable .......................................... (15,975) (373) Increase in accrued payroll and employee benefits .................. 566 2,277 Increase (decrease) in other current liabilities (2,954) 163 Net change in other assets and liabilities ......................... (452) (11,059) --------- --------- Total adjustments ................................................ (9,296) (9,475) --------- --------- Net cash provided by operating activities .......................... 30,071 27,776 Cash flows from investing activities: Capital expenditures ................................................ (18,852) (13,025) Proceeds from sales of property, plant, and equipment .............. 3,618 318 Payments for businesses acquired ................................... (43,369) (45,056) --------- --------- Net cash used in investing activities .............................. (58,603) (57,763) Cash flows from financing activities: Net change in the revolving credit facility ......................... 52,800 49,200 Principal payments long-term debt ................................... (26,624) (20,408) Proceeds from the exercise of common stock options and warrants ..... 4,938 184 --------- --------- Net cash provided by financing activities .......................... 31,114 28,976 Effect of exchange rate changes on cash ............................. (1,249) 186 Net increase (decrease) in cash ..................................... 1,333 (825) Cash and cash equivalents at beginning of year ...................... 9,243 11,194 --------- --------- Cash and cash equivalents at end of period .......................... $10,576 $10,369 ========= ========= Supplemental disclosures of cash flow information: Cash paid during the period for interest ............................ $33,007 $14,374 Cash paid during the period for income taxes ........................ 32,244 25,129 Capital lease obligations incurred .................................. 879 965
See accompanying notes to unaudited consolidated financial statements. 5 7 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, all adjustments which are necessary for a fair statement of the results for the interim periods have been included. All such adjustments were of a normal recurring nature. The results for the nine month period ended June 30, 1996 are not necessarily indicative of the results to be expected for the full year. Certain amounts from the nine month period ended June 30, 1995, as originally reported, have been reclassified to conform with the nine month period ended June 30, 1996 presentation. 2. Inventories at June 30, 1996 consist of the following: (In thousands) Raw materials $36,289 Work-in-process 21,507 Finished goods 64,712 LIFO Reserve (4,789) ------- $ 117,719 ======= 3. Subsequent to June 30, 1996, the Company completed three acquisitions through its subsidiaries identified below and amended its Revolving Credit Facility. On July 3, 1996, Richard-Allan Scientific Company, a subsidiary of Erie Scientific Company, completed the acquisition of certain assets of Stephens Scientific Company. Stephens Scientific manufactures solvents, imbedding waxes, reagent grade alcohols, and tissue freezing aerosol, all products used in histology laboratories. Stephens Scientific annual sales were approximately $11 million. On July 12, 1996, Nalge Nunc International Corporation completed the purchase of the assets of Flexible Components, Inc., a company engaged in the manufacture of flexible hoses, fittings and accessories used in fluid and gas transport applications in the pharmaceutical, biotech, food and beverage, air and gas industries. Annual sales were approximately $14.8 million. On July 15, 1996, Metrex Research Corporation, a subsidiary of Kerr Corporation which manufactures infection control products for the medical and dental markets, acquired the assets of Micro-Aseptic Products, Inc. Micro-Aseptic markets and sells infection control products, disinfectant and decontaminant cleaners, deodorizers, antiseptic hand and skin cleaners and related products to the medical and dental markets. Micro-Aseptic annual sales were approximately $4.5 million. 6 8 In fiscal year 1996 to date, the Company has completed eight acquisitions, all of which are accounted for as purchases. On July 9, 1996, the Company amended its existing bank facility. The amendment increases the capacity of the Company's Revolving Credit Facility from $250 million to $300 million, and provides a mechanism for the Company to solicit competitive interest rate bids from banks who participate in the facility. 7 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis contains forward-looking statements. When used herein, the words "anticipate", "believe", "estimate", "expect", "objective" and similar expressions are intended to identify such statements. Forward-looking statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those projected, including those that are described in Item 5, "Other Information - Cautionary Factors", in Part II of this report. GENERAL Both sales and operating income for Sybron International Corporation (together with its subsidiaries, the "Company") for the quarter and nine months ended June 30, 1996 (the third quarter and year to date of fiscal 1996) grew over the corresponding prior year periods despite an $8.3 million restructuring charge, described below, in the second quarter of fiscal 1996. Net sales for the quarter and year to date ended June 30, 1996 increased by 31.9% and 32.3%, respectively, over the corresponding fiscal 1995 periods. Sales growth in the third quarter of fiscal 1996 was strong both domestically and internationally with increases of 29.3% and 36.6% in domestic and international sales, respectively, over the corresponding 1995 period. Approximately 25.2 percentage points of the 31.9% overall sales growth in the third quarter were attributable to acquired businesses, with 6.7 percentage points coming from existing businesses. International sales were adversely affected by the strengthened U.S. dollar by approximately $1.5 million in the third quarter of fiscal 1996. The Company's internal growth came from both the laboratory and dental segments. The results of operations of the Company reflect goodwill amortization, other amortization, and depreciation. These non-cash charges totaled $11.0 million and $8.2 million for the quarters ended June 30, 1996 and 1995, respectively, and $33.3 million and $24.4 million for the first nine months of fiscal years 1996 and 1995, respectively. The Company's earnings before interest, taxes, depreciation and amortization ("EBITDA") which, as discussed below in "Liquidity and Capital Resources", the Company believes is the appropriate measure of the Company's ability to internally fund its liquidity requirements, amounted to $48.9 million and $36.7 million for the quarters ended June 30 1996 and 1995, respectively, and $137.0 million and $101.5 million for the first nine months of fiscal years 1996 and 1995, respectively. BITDA represents, for any relevant period, net income plus (i) interest expense, (ii) provision for income taxes, (iii) depreciation, (iv) amortization and (v) the restructuring charge described below, all determined on a consolidated basis and in accordance with generally accepted accounting principles. Substantial portions of the Company's sales, income and cash flows are derived from international operations. The financial position and the results of operations from substantially all of the Company's international operations, other than most U.S. export sales, are measured using the local currency of the countries in which such operations are conducted and are 8 10 translated into U.S. dollars. While the reported income of foreign subsidiaries will be impacted by a weakening or strengthening of the U.S. dollar in relation to a particular local currency, the effects of foreign currency fluctuations are partially mitigated by the fact that manufacturing costs and other expenses of foreign subsidiaries are generally incurred in the same currencies in which sales are generated. Such effects of foreign currency fluctuations are also mitigated by the fact that such subsidiaries' operations are conducted in numerous foreign countries and, therefore, in numerous foreign currencies. In addition, the Company's U.S. export sales may be impacted by foreign currency fluctuations to the relative value of the U.S. dollar as foreign customers may adjust their level of purchases upward or downward according to the weakness or strength of the U.S. dollar. In order to hedge against future strengthening of the U.S. dollar, in October 1994, the Company employed currency hedges through the purchase of a series of options. The options purchased in October 1994 had a U.S. dollar notional amount of approximately $21.2 million at a cost of approximately $0.2 million. The October 1994 options employed by the Company were designed to protect the Company from potential detrimental effects of currency movements as compared to the prior year. Because of a steadily declining dollar throughout fiscal 1994, the Company was able to take advantage of the favorable currency rates to employ a series of "out of the money" options to accomplish that purpose at a minimal cost. These contracts all expired worthless in fiscal 1995. The Company has decided not to employ foreign currency hedges at this time. From time to time, management may employ currency hedges to mitigate the impact of foreign currency fluctuations. In March of 1996, the Company recorded a restructuring charge of $8,277,000 ($6,087,000 after tax or $.13 per share) for the rationalization of certain acquired companies, combination of certain production facilities, movement of certain customer service and marketing functions, and the exiting of several product lines. The majority of expenditures related to the restructuring plan are expected to be made during fiscal 1996, except for expenditures related to leases and severance commitments which have terms expiring later. As of June 30, 1996, approximately $3,342,000 of the established liability remains to be expended. Principal items included in the reserve are severance and termination costs for approximately 130 notified employees (primarily production, sales and marketing personnel) (approximately $2,300,000), remaining lease payments and shut down costs on exited facilities (approximately $2,100,000), the non-cash write-off of certain fixed assets and inventory associated with exited product lines, primarily at Sybron Dental Specialties (approximately $2,500,000), and other related restructuring costs (approximately $1,300,000). The Company estimates that savings from this restructuring will approximate $3.8 million annually, before income taxes. It is anticipated that the realization of most of the savings will begin in fiscal 1997. As reported previously, on May 2, 1996, Combustion Engineering, Inc. ("CE") commenced legal proceedings in the New York Supreme Court, County of Monroe (the "CE Litigation"), against the Company with respect to the former Taylor Instruments ("Taylor") facility in Rochester, New York (the "Rochester Site"), a discontinued operation. According to CE's complaint, its claims are based on an asset purchase and sale agreement dated as of September 30, 1983, pursuant to which Taylor was sold to CE (the "1983 Agreement"), and an agreement between a subsidiary of the Company and CE dated August 14, 1987 (the "1987 9 11 Agreement"). The complaint alleges that under the 1983 Agreement the Company retained certain liabilities for, and indemnified CE with respect to, environmental contamination, hazards and other conditions that existed at the time of the sale of Taylor to CE, and that under the 1987 Agreement, the Company agreed to bear 70 percent of the costs thereafter incurred to clean up, remediate and remove mercury from the land and buildings at the Rochester Site. CE's complaint seeks declaratory relief and claims damages of at least $10 million with respect to expenses CE has incurred and expects to incur to remediate and remove mercury contamination from the land and buildings sold to CE at the Rochester Site. The complaint also seeks declaratory relief and claims damages in excess of $1 million with respect to expenses incurred and expected to be incurred for remediating other alleged environmental hazards associated with the Rochester Site. Some of CE's claims relate to the cost to demolish and dispose of the buildings at the Rochester Site, which CE maintains it had to do because the buildings were contaminated with mercury. CE previously informed the Company that CE claims that the Company's share of such demolition and disposal costs is approximately $4.2 million. The Company has denied it has any liability for such costs. CE's remaining claims relate to alleged soil and groundwater contamination, including mercury contamination, for which the Company also denies liability. CE implemented a plan in early 1996 to assess the extent of potential soil and groundwater contamination at the Rochester Site, the preliminary results of which have been provided by CE to the Company. The preliminary results indicate there is mercury and inorganic and volatile organic compound contamination in the soil and groundwater at certain Rochester Site locations. CE is preparing a voluntary clean-up proposal based on these results which it plans to present to the New York Department of Environmental Conservation (the "NYDEC") for consideration. The cost to remediate the Rochester Site will depend upon the remediation standards incorporated into any voluntary agreement between CE and the NYDEC. Because the clean-up standards which may be applied have not been determined, the extent of remediation to be undertaken, and its cost, is unknown. As a result, the Company cannot, at this time, estimate the cost of the soil and groundwater remediation claims. The Company previously reported that prior to beginning the Rochester Site assessment which generated the current test results, CE had indicated to the Company that, based upon information available to it and subject to a number of caveats, including the lack of assessment information and the fact that clean-up standards which may be applied to the Rochester Site have not been determined, the cost to remediate the soil and groundwater would range from $3 million to $5 million. Because the bases for this estimate were not disclosed by CE to the Company, the Company cannot make a judgment about how the preliminary test results it has been provided would affect this estimate. The Company intends to pursue insurance coverage for CE's claims and has therefore provided notice of CE's claims to its third party liability insurance carriers. To date the carriers have denied coverage. RESULTS OF OPERATIONS QUARTER ENDED JUNE 30, 1996 COMPARED TO THE QUARTER ENDED JUNE 30, 1995 NET SALES. Net sales for the three months ended June 30, 1996 were $171.1 million, an increase of $41.3 million (31.9%) from net sales of $129.8 million for the corresponding three 10 12 months ended June 30, 1995. Sales in the laboratory segment were $101.3 million for the three months ended June 30, 1996, an increase of 50.2% from the corresponding 1995 fiscal period. Increased sales in the laboratory segment resulted primarily from (i) sales of products of acquired companies (approximately $28.8 million), (ii) increased volume from sales of existing products at Nalge Nunc International Corporation ("Nalge Nunc International") (approximately $1.4 million) and at Erie Scientific Company ("Erie") (approximately $1.3 million), (iii) price increases at Erie (approximately $0.9 million), at Nalge Nunc International (approximately $0.7 million) and at Barnstead/Thermolyne Corporation ("Barnstead/Thermolyne") (approximately $0.7 million) and (iv) increased volume from sales of new products at Nalge Nunc International (approximately $0.6 million; primarily sales from the Micro Packaging Vials product line). Increased sales in the laboratory segment were partially offset by unfavorable foreign currency impacts at Erie (approximately $0.7 million). In the dental segment, net sales were $69.8 million for the three months ended June 30, 1996, an increase of 12.0% from the corresponding fiscal 1995 period. Increased sales in the dental segment resulted primarily from (i) increased volume from sales of new products (approximately $4.5 million; primarily sales from the ORTHOS(TM) and the Copper Ni-Ti(TM) product lines manufactured by Ormco Corporation ("Ormco"), and Kerr Corporation's ("Kerr") TYTIN FC(TM) Alloy), (ii) sales of products of acquired companies (approximately $3.3 million) and (iii) increased volume from sales of existing products (approximately $0.4 million), partially offset by unfavorable foreign currency impacts (approximately $0.8 million). GROSS PROFIT. Gross profit for the third quarter of fiscal 1996 was $85.5 million, an increase of 31.1% from gross profit of $65.2 million for the corresponding fiscal 1995 period. Gross profit in the laboratory segment was $46.7 million (46.1% of net segment sales) in the third quarter of fiscal 1996, an increase of 55.0% from gross profit of $30.1 million (44.6% of net segment sales) during the corresponding fiscal 1995 period. Gross profit in the laboratory segment increased primarily as a result of (i) the gross profits of acquired businesses (approximately $13.0 million), (ii) increased volume at Nalge Nunc International (approximately $1.4 million), at Barnstead/Thermolyne (approximately $0.4 million) and at Erie (approximately $0.3 million), (iii) an improved product mix at Nalge Nunc International (approximately $0.4 million), at Barnstead/Thermolyne (approximately $0.4 million) and at Erie (approximately $0.3 million), (iv) lower unit costs at Nalge Nunc International (approximately $0.7 million), and (v) a reduction in material costs at Nalge Nunc International (approximately $0.3 million). Increased gross profit was partially offset by an inventory adjustment at Erie (approximately $0.5 million). In the dental segment, gross profit was $38.8 million (55.6% of net segment sales) in the third quarter of fiscal 1996, an increase of 10.5% from gross profit of $35.1 million (56.4% of net segment sales) during the corresponding fiscal 1995 period. Increased gross profit in the dental segment resulted primarily from (i) the gross profits of acquired businesses (approximately $2.5 million), and (ii) increased volume (approximately $2.1 million) partially offset by unfavorable foreign currency impacts (approximately $1.0 million). SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses for the third quarter of fiscal 1996 were $47.4 million (27.7% of net sales) as compared to $36.4 million (28.0% of net sales) in the corresponding fiscal 1995 period. General and administrative expenses at the corporate level, including amortization of purchase accounting 11 13 adjustments and goodwill associated with acquisitions, were $6.0 million in the third quarter of fiscal 1996, representing an increase of 27.1% from $4.7 million in the corresponding fiscal 1995 period. Increases at the corporate level were primarily due to increased amortization of the purchase accounting valuation as a result of the acquisition of the Nunc group of companies ("Nunc") on July 31, 1995 (approximately $1.1 million). Selling, general and administrative expenses at the subsidiary level, including amortization of intangibles, were $41.4 million (24.2% of sales), representing an increase of 30.8% from $31.7 million (24.4% of sales) in the corresponding fiscal 1995 period. Increases at the subsidiary level were primarily due to (i) expenses related to newly acquired businesses (approximately $6.9 million), (ii) increased general and administrative expense (approximately $1.9 million), (iii) increased marketing expense (approximately $0.6 million) and (iv) increased amortization of intangible assets as a result of acquisitions (approximately $0.4 million) partially offset by a reduction in research and development expenses (approximately $0.4 million). OPERATING INCOME. As a result of the foregoing, operating income was $38.0 million (22.2% of net sales) in the third quarter of fiscal 1996 compared to $28.8 million (22.2% of net sales) in the corresponding fiscal 1995 period. Operating income in the laboratory segment was $23.1 million (22.8% of net segment sales) in the third quarter of fiscal 1996 compared to $14.6 million (21.7% of net segment sales) in the corresponding fiscal 1995 period. Operating income in the dental segment was $14.9 million (21.4% of net segment sales) in the third quarter of fiscal 1996 compared to $14.2 million (22.8% of net segment sales) in the corresponding fiscal 1995 period. INTEREST EXPENSE. Interest expense was $8.8 million in the third quarter of fiscal 1996 compared to $5.9 million in the corresponding fiscal 1995 period. The increase resulted from a higher debt balance primarily from increased acquisition activity. Interest expense during the quarters ended June 30, 1996 and 1995 included additional non-cash interest expense of $0.3 million resulting from the adoption of SFAS No. 106. INCOME TAXES. Taxes on income increased $3.1 million in the third quarter of fiscal 1996 over the corresponding period in fiscal 1995, primarily as a result of increased earnings from operations and an increase in nondeductible amortization primarily related to the Nunc acquisition. NET INCOME. As a result of the foregoing, the Company had net income of $17.1 million in the third quarter of fiscal 1996 compared to $13.8 million in the corresponding 1995 period. DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense is allocated among cost of sales, selling, general and administrative expenses and other expense. Depreciation and amortization increased by $2.8 million (34.3%) in the third quarter of fiscal 1996 when compared to the corresponding 1995 period. This increase is primarily due to increased amortization of intangible assets and depreciation of property, plant and equipment related to acquired companies. NINE MONTHS ENDED JUNE 30, 1996 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 1995 12 14 NET SALES. Net sales for the nine months ended June 30, 1996 were $488.8 million, an increase of $119.4 million (32.3%) from net sales of $369.4 million for the corresponding nine months ended June 30, 1995. Sales in the laboratory segment were $284.7 million for the nine months ended June 30, 1996, an increase of 52.2% from the corresponding 1995 fiscal period. Increased sales in the laboratory segment resulted primarily from (i) sales of products of acquired companies (approximately $90.5 million), (ii) increased prices at Barnstead/Thermolyne (approximately $1.7 million), at Nalge Nunc International (approximately $1.4 million) and at Erie (approximately $0.5 million), (iii) increased volume from sales of existing products at Erie (approximately $1.9 million) and at Nalge Nunc International (approximately $0.5 million) and (iv) increased volume from sales of new products at Nalge Nunc International (approximately $1.1 million; primarily sales of Micro Packaging Vials and silicone tubing products). In the dental segment, net sales were $204.1 million for the nine months ended June 30, 1996, an increase of 11.9% from the corresponding fiscal 1995 period. Increased sales in the dental segment resulted primarily from (i) sales of products of acquired companies (approximately $12.6 million), (ii) increased volume from sales of new products (approximately $10.8 million; primarily sales from the ORTHOS(TM) and the Copper Ni-Ti(TM) product lines manufactured by Ormco, and Kerr's TYTIN FC(TM) Alloy) and (iii) favorable foreign currency impacts (approximately $0.9 million), partially offset by a reduction in volume from sales of existing products (approximately $2.7 million). GROSS PROFIT. Gross profit for the nine months ended June 30, 1996 was $242.7 million, an increase of 30.9% from gross profit of $185.4 million for the corresponding fiscal 1995 period. Gross profit in the laboratory segment was $130.2 million (45.7% of net segment sales) for the nine months ended June 30, 1996, an increase of 56.0% from gross profit of $83.4 million (44.6% of net segment sales) during the corresponding fiscal 1995 period. Gross profit in the laboratory segment increased primarily as a result of (i) the gross profits of acquired businesses (approximately $40.7 million), (ii) increased sales volume at Nalge Nunc International (approximately $1.6 million), at Barnstead/Thermolyne (approximately $0.8 million) and at Erie (approximately $0.2 million), (iii) an improved product mix at Nalge Nunc International (approximately $0.9 million), at Barnstead/Thermolyne (approximately $0.7 million) and at Erie (approximately $0.3 million), (iv) lower unit costs at Nalge Nunc International (approximately $1.4 million), (v) a reduction in material costs at Nalge Nunc International (approximately $0.7 million), and (vi) inventory adjustments at Barnstead/Thermolyne (approximately $0.2 million). Increased gross profit in the laboratory segment was partially offset by inventory adjustments at Erie (approximately $0.5 million). In the dental segment, gross profit was $112.6 million (55.1% of net segment sales) for the nine months ended June 30, 1996, an increase of 10.4% from gross profit of $102.0 million (55.9% of net segment sales) during the corresponding fiscal 1995 period. Increased gross profit in the dental segment resulted primarily from (i) the gross profits of acquired businesses (approximately $8.3 million), (ii) increased volume (approximately $3.2 million) and (iii) favorable foreign currency impacts (approximately $0.4 million), partially offset by inventory adjustments (approximately $1.7 million). SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses for the nine months ended June 30, 1996 were $138.6 million (28.4% of net sales) as 13 15 compared to $107.6 million (29.1% of net sales) in the corresponding fiscal 1995 period. General and administrative expenses at the corporate level, including amortization of purchase accounting adjustments and goodwill associated with acquisitions, were $18.1 million for the nine months ended June 30, 1996, representing an increase of 19.5% from $15.1 million in the corresponding fiscal 1995 period. Increases at the corporate level were primarily due to increased amortization of purchase accounting adjustments as a result of the acquisition of Nunc (approximately $3.5 million), partially offset by a reduction in employee benefit costs (approximately $0.5 million). Selling, general and administrative expenses at the subsidiary level, including amortization of intangibles, were $120.5 million (24.7% of sales), representing an increase of 30.3% from $92.5 million (25.0% of sales) in the corresponding fiscal 1995 period. Increases at the subsidiary level were primarily due to (i) expenses related to newly acquired businesses (approximately $22.3 million), (ii) increased general and administrative expense (approximately $2.0 million), (iii) increased amortization of intangible assets as a result of acquisitions (approximately $1.4 million), (iv) increased marketing expense (approximately $1.0 million), (v) increased research and development expenses (approximately $0.8 million) and (vi) unfavorable foreign currency impacts (approximately $0.6 million). RESTRUCTURING CHARGE. In March of 1996, the Company recorded a restructuring charge of $8,277,000 ($6,087,000 after tax or $.13 per share) for the rationalization of certain acquired companies, combination of certain production facilities, movement of certain customer service and marketing functions, and the exiting of several product lines. The majority of expenditures related to the restructuring plan are expected to be made during fiscal 1996, except for expenditures related to leases and severance commitments which have terms expiring later. As of June 30, 1996, approximately $3.3 million of the established liability remains to be expended and is recorded in other current liabilities. Principal items included in the reserve are severance and termination costs for approximately 130 notified employees (primarily production, sales and marketing personnel) (approximately $2,300,000), remaining lease payments and shut down costs on exited facilities (approximately $2,100,000), the non-cash write-off of certain fixed assets and inventory associated with exited product lines, primarily at Sybron Dental Specialties (approximately $2,500,000), and other related restructuring costs (approximately $1,300,000). OPERATING INCOME. As a result of the foregoing, operating income was $95.8 million (19.6% of net sales) for the nine months ended June 30, 1996 compared to $77.8 million (21.1% of net sales) in the corresponding fiscal 1995 period. Operating income in fiscal 1996 prior to the restructuring charge was $104.1 million (21.3% of net sales). Operating income in the laboratory segment, prior to the restructuring charge described above, was $62.6 million (22.0% of net segment sales) for the nine months ended June 30, 1996 compared to $38.4 million (20.5% of net segment sales) in the corresponding fiscal 1995 period. Operating income in the dental segment, prior to the restructuring charge described above, was $41.5 million (20.3% of net segment sales) for the nine months ended June 30, 1996 compared to $39.4 million (21.6% of net segment sales) in the corresponding fiscal 1995 period. INTEREST EXPENSE. Interest expense was $26.0 million for the nine months ended June 30, 1996 compared to $15.6 million in the corresponding fiscal 1995 period. The increase resulted 14 16 from a higher debt balance primarily from increased acquisition activity. Interest expense during the nine months ended June 30, 1996 and 1995 included additional non-cash interest expense of $0.9 million resulting from the adoption of SFAS No. 106. INCOME TAXES. Taxes on income increased $5.8 million in the nine months ended June 30, 1996, primarily as a result of increased earnings from operations and an increase in nondeductible amortization primarily related to the Nunc acquisition. NET INCOME. As a result of the foregoing, the Company had net income of $39.4 million for the nine months ended June 30, 1996 compared to $37.3 million in the corresponding 1995 period. Without the restructuring charge, net income would have been $45.5 million. DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense is allocated among cost of sales, selling, general and administrative expenses and other expense. Depreciation and amortization increased $8.9 million (36.5%) in the nine months ended June 30, 1996 when compared to the corresponding 1995 period. This increase is primarily due to increased amortization of intangible assets and depreciation of property, plant and equipment related to acquired companies. INFLATION. The Company does not believe that inflation has had a material impact on net sales or income during any of the periods presented above. There can be no assurance, however, that the Company's business will not be affected by inflation in the future. LIQUIDITY AND CAPITAL RESOURCES As a result of the leveraged buyout in 1987 of a company known at the time as Sybron Corporation (the "Acquisition"), subsequent adoption of SFAS 109 and the acquisitions completed since 1987, the Company increased the carrying value of certain tangible and intangible assets consistent with generally accepted accounting principles. Also, as a result of the permanent financing effected in August 1988 for the Acquisition, the Company incurred approximately $372 million of debt. Accordingly, the Company's results of operations include a significant level of non-cash expenses related to the depreciation of fixed assets and the amortization of intangible assets, including goodwill. Goodwill and intangible assets increased by $31.4 million in the nine months ended June 30, 1996 as a result of acquisitions. The Company believes, therefore, that EBITDA represents the more appropriate measure of the Company's ability to internally fund its capital requirements. The Company's capital requirements arise principally from indebtedness incurred in connection with the permanent financing for the Acquisition and its subsequent refinancings, the Company's working capital needs, primarily related to inventory and accounts receivable, the Company's capital expenditures, primarily related to purchases of machinery and molds, the purchase of various businesses and product lines in execution of the Company's acquisition strategy, the periodic expansion of physical facilities and, in the short term, payments related to the restructuring charge (as described above). In addition, in the event the Company should be 15 17 held liable for CE's claims in the CE Litigation (described above), liability for which the Company denies, the Company could require capital to satisfy such liabilities, depending upon their magnitude. With respect to the restructuring charge, as of June 30, 1996, the Company has paid approximately $2.4 million and charged an additional $2.5 million to inventory and fixed assets. The Company intends to expend an additional $2.2 million by the end of fiscal 1996 and $1.1 million over the remaining terms of exited facilities leases and severance agreements. With respect to acquisitions, it is currently the Company's intent to continue to pursue its acquisition strategy. If acquisitions are to continue at the Company's historical pace, the Company believes it will require financing beyond the capacity of its existing Credit Facilities (as defined below). In addition, certain acquisitions previously completed contain "earnout provisions" requiring further payments in the future if certain financial results are achieved by the acquired companies. The statement contained in the immediately preceding paragraph concerning the Company's intent to continue to pursue its acquisition strategy is a forward-looking statement. The Company's ability to continue its acquisition strategy is subject to a number of uncertainties, including, but not limited to, its ability to raise capital beyond the capacity of its existing Credit Facilities, and the availability of suitable acquisition candidates at reasonable prices. See Item 5, "Other Information - Cautionary Factors", in Part II of this report. On July 31, 1995, the Company and its domestic subsidiaries entered into a new credit agreement (as amended, the "Credit Agreement") with Chemical Bank and certain other lenders providing for a term loan facility of $300 million (the "Term Loan Facility"), and a revolving credit facility of $250 million (the "Revolving Credit Facility") (collectively the "Credit Facilities"). On the same day, the Company and its subsidiaries borrowed a total of approximately $422.5 million under the Credit Facilities. The Company borrowed $300 million under the Term Loan Facility and approximately $122.5 million was borrowed under the Revolving Credit Facility. Approximately $167.6 million of the borrowed funds were used to finance the acquisition of the Nunc group of companies. The remaining borrowed funds of approximately $254.9 million were used to repay outstanding amounts, including accrued interest, under the Company's previous senior bank credit facilities (the "Previous Credit Facilities") and to pay certain fees in connection with such refinancing. On July 9, 1996, the Credit Agreement was amended to increase the capacity of the Revolving Credit Facility to $300 million and to establish a competitive bid process as an additional option to the Company in setting interest rates. Payment of principal and interest with respect to the Credit Facilities and the Sale/Leaseback (as defined later herein) are anticipated to be the Company's largest use of funds in the future. As with the Company's Previous Credit Facilities, the Credit Facilities provide for an annual interest rate, at the option of the Company, equal to (a) the higher of (i) the rate from time to time publicly announced by Chemical Bank in New York City as its prime rate, (ii) the federal funds rate plus 1/2 of 1%, and (iii) the base CD rate plus 1%, (b) the London interbank offered rate ("LIBOR") plus 1/2% to 1% depending upon the level of certain financial ratios, or (c) with respect to the Revolving Credit Facility, the rate set by the competitive bid process among the parties to the Revolving Credit Facility established in the July 9, 1996 amendment. Under the Previous Credit Facilities, the LIBOR margin was at 3/4% through February 3, 1995. Upon 16 18 application of the financial ratios for the period ending December 31, 1994, the Company received a reduction in the LIBOR margin from 3/4% to 5/8%, which took effect on February 4, 1995. On May 15, 1995, the LIBOR margin was increased back to 3/4% and remained at that level through the first six months of fiscal 1996. The primary reason for the rate increase was increased borrowings under the Previous Credit Facilities and the Credit Facilities to fund acquisitions completed in the second and third fiscal quarters of 1995 and the first and second quarters of fiscal 1996. Upon application of the financial ratios to the second quarter results of fiscal 1996, the Company experienced an increase in the LIBOR margin from 3/4% to 1% effective May 15, 1996. The primary reason for this rate increase was the negative earnings impact of the restructuring charge included in the second quarter. The LIBOR margin decreased back to 3/4% on August 9, 1996 after application of the financial ratios to the third quarter results. As a result of the terms of the Credit Agreement and the agreement governing the Previous Credit Facilities, the Company is sensitive to a rise in interest rates. In order to reduce its sensitivity to such interest rate increases, on July 2, 1993, the Company entered into two interest rate swaps, aggregating $100 million, to hedge against a rise in interest rates. The first swap was effective July 7, 1993, and fixed the interest rate on $50 million of the Company's borrowings under the Credit Facilities and the Previous Credit Facilities for a period of five years. A second swap was effective August 13, 1993, and fixed the interest rate on an additional $50 million of the Company's borrowings for a period of six years. These rates, prior to the August 9, 1996 adjustment, were 6.17% and 6.44%, respectively, and decreased to 5.92% and 6.19%, respectively on August 9, 1996 as a result of the decrease in the LIBOR margin discussed above. The Company executed three additional interest rate swaps effective December 8, 1995 with notional amounts of $50 million each. The three swaps, prior to the August 9, 1996 adjustment, were at interest rates of 6.348%, 6.56% and 6.624%, when the LIBOR margin was 1%, and adjusted to 6.098%, 6.31% and 6.374%, respectively, on August 9, 1996. These swap arrangements expire on December 9, 1996, September 8, 2000 and September 10, 2001, respectively. Also as part of the permanent financing for the Acquisition, on December 22, 1988, the Company entered into the sale and leaseback of its principal domestic facilities (the "Sale/Leaseback"). In January 1994, the annual obligation under the Sale/Leaseback increased from $2.9 million to $3.3 million, payable monthly. On the fifth anniversary of the leases and every five years thereafter (including renewal terms), the rent will be increased by the percentage equal to 75% of the percentage increase in the Consumer Price Index over the preceding five years. The percentage increase to the rent in any five-year period is capped at 15%. The next adjustment will not occur until January 1, 1999. The Company intends to fund its cash needs for acquisitions, working capital requirements, capital expenditure requirements, principal and interest payments, obligations under the Sale/Leaseback, restructuring expenditures, other liabilities and periodic expansion of facilities, to the extent available, with funds provided by operations and short-term borrowings under the 17 19 Revolving Credit Facility. To the extent that funds are not available, particularly with respect to acquisitions proposed to be made with cash, the Company will have to raise additional capital. As set forth above, until July 9, 1996 the Revolving Credit Facility provided up to $250 million in credit, and on July 9, 1996, the Facility was expanded to $300 million. As of June 30, 1996, prior to expansion of the Facility and prior to the acquisitions of Stephens Scientific, Flexible Components, Inc. And Micro-Aseptic Products, Inc., there was $78.2 million of unused available credit under the Revolving Credit Facility. Under the Term Loan Facility, on October 31, 1995 the Company began to repay principal in 28 consecutive quarterly installments. As of August 1, 1996, the Company paid all of the $35 million obligation due in fiscal 1996. Future annual payments are due as follows: $35 million, $40 million, $40 million, $50 million, $50 million, and $50 million in fiscal years 1997 through 2002, respectively. The Credit Agreement contains numerous financial and operating covenants, including, among other things, restrictions on investments; requirements that the Company maintain certain financial ratios; restrictions on the ability of the Company and its subsidiaries to incur indebtedness or to create or permit liens, to make capital expenditures, or to pay cash dividends in excess of $50.0 million plus 50% of the defined consolidated net income of the Company for each fiscal quarter ending after September 30, 1995, less any dividends paid after June 22, 1994; restrictions on annual capital expenditures to amounts ranging from $36.0 million to $40.0 million during the remaining term of the Credit Agreement; and limitations on incurrence of additional indebtedness. The Credit Agreement permits the Company to make acquisitions provided the Company continues to satisfy all financial covenants upon any such acquisition. The ability of the Company to meet its debt service requirements and to comply with such covenants is dependent upon the Company's future performance, which is subject to financial, economic, competitive and other factors affecting the Company, many of which are beyond its control. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The following information should be read in conjunction with Item 3, "Legal Proceedings", in Part I of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 and with Item 1, "Legal Proceedings", in Part II of the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 1995 and March 31, 1996. On May 2, 1996, Combustion Engineering, Inc. ("CE"), a subsidiary of ABB Asea Brown Boveri Ltd. ("ABB"), commenced legal proceedings (the "CE Litigation") against the Company with respect to the former Taylor Instruments facility in Rochester, New York (the "Rochester Site"), a discontinued operation. The CE Litigation, brought in the New York 18 20 Supreme Court, Monroe County, New York, relates to the previously reported claims ABB has made for reimbursement to it of expenses associated with the remediation of alleged environmental contamination at the Rochester Site. The Rochester Site was sold to CE in 1983 by the predecessor of a subsidiary of the Company. See Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations - General" for additional information regarding the CE litigation. ITEM 2. CHANGES IN SECURITIES Information concerning the Company's Amended and Restated Credit Agreement, dated as of July 31, 1995, with Chemical Bank and other lenders, as amended by the First Amendment thereto, dated as of July 9, 1996, including the financial and operating covenants contained therein (which, among other things, place limitations upon the payment of dividends), is incorporated in response to this item by reference to "Management's Discussion and Analysis of Financial Condition and Results of Operations --Liquidity and Capital Resources" in Item 2 of Part I hereof. ITEM 5. OTHER INFORMATION CAUTIONARY FACTORS This report contains various forward-looking statements concerning the Company's prospects that are based on the current expectations and beliefs of management. Forward-looking statements may also be made by the Company from time to time in other reports and documents as well as oral presentations. When used in written documents or oral presentations, the words "anticipate", "believe", "estimate", "expect", "objective" and similar expressions are intended to identify forward-looking statements. The statements contained herein and such future statements involve or may involve certain assumptions, risks and uncertainties that could cause the Company's actual results and performance to differ materially from what is projected. In addition to the assumptions and other factors referenced specifically in connection with such statements, the following factors could impact the business and financial prospects of the Company: - Factors affecting the Company's international operations, including relevant foreign currency exchange rates, which can affect the cost to produce the Company's products or the ability to sell the Company's products in foreign markets, and the value in U.S. dollars of sales made in foreign currencies. Other factors include the Company's ability to obtain effective hedges against fluctuations in currency exchange rates; foreign trade, monetary and fiscal policies; laws, regulations and other activities of foreign governments, agencies and similar organizations; and risks associated with having major manufacturing facilities located in countries, such as Mexico, Hungary and Italy, which have historically been less stable than the United States in several respects, including fiscal and political stability. 19 21 - Factors affecting the Company's ability to continue pursuing its current acquisition strategy, including the Company's ability to raise capital beyond the capacity of its existing Credit Facilities or to use the Company's stock for acquisitions, the cost of the capital required to effect the Company's acquisition strategy, the availability of suitable acquisition candidates at reasonable prices, the ability of the Company to realize the synergies expected to result from acquisitions, and the ability of existing Company personnel to efficiently handle increased transitional responsibilities resulting from acquisitions. - Factors affecting the Company's ability to profitably distribute and sell its products, including any changes in the Company's business relationships with its principal distributors, primarily in the laboratory segment, competitive factors such as the entrance of additional competitors into the Company's markets, pricing and technological competition, and risks associated with the development and marketing of new products in order to remain competitive by keeping pace with advancing dental, orthodontic and laboratory technologies. - With respect to Erie, factors affecting its Erie Electroverre S.A. subsidiary's ability to manufacture the glass used by Erie's worldwide manufacturing operations, including delays encountered in connection with the periodic rebuild of the sheet glass furnace and furnace malfunctions at a time when inventory levels are not sufficient to sustain Erie's operations. - Factors affecting the Company's ability to hire and retain competent employees, including unionization of the Company's non-union employees and changes in relationships with the Company's unionized employees. - The risk of strikes or other labor disputes at those locations which are unionized which could affect the Company's operations. - Factors affecting the Company's ability to continue manufacturing and selling those of its products that are subject to regulation by the United States Food and Drug Administration or other domestic or foreign governments or agencies, including the promulgation of stricter laws or regulations, reclassification of the Company's products into categories subject to more stringent requirements or the withdrawal of the approval needed to sell one or more of the Company's products. - Factors affecting the economy generally, including the financial and business conditions of the Company's customers and the demand for customers' products and services that utilize Company products. 20 22 - Factors relating to the impact of changing public and private healthcare budgets which could affect demand for or pricing of the Company's products. - Factors affecting the Company's financial performance or condition, including tax legislation, unanticipated restrictions on the Company's ability to transfer funds from its subsidiaries and changes in applicable accounting principles or environmental laws and regulations. - The cost and other effects of claims involving the Company's products and other legal and administrative proceedings, including the expense of investigating, litigating and settling any claims. - Factors affecting the Company's ability to produce products on a competitive basis, including the availability of raw materials at reasonable prices. Unanticipated technological developments that result in competitive disadvantages and create the potential for impairment of existing assets. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 21 23 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS: See the Exhibit Index following the Signature page in this report, which is incorporated herein by reference. (b) REPORTS ON FORM 8-K: No reports on Form 8-K were filed during the quarter for which this report is filed. 22 24 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SYBRON INTERNATIONAL CORPORATION -------------------------------- (Registrant) Date August 13, 1996 /s/ Dennis Brown - --------------------- -------------------------------- Dennis Brown Vice President - Finance, Chief Financial Officer & Treasurer* * executing as both the principal financial officer and the duly authorized officer of the Company. 23 25 SYBRON INTERNATIONAL CORPORATION (THE "REGISTRANT") (COMMISSION FILE NO. 1-11091) EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR QUARTER ENDED JUNE 30, 1996
INCORPORATED EXHIBIT HEREIN BY FILED NUMBER DESCRIPTION REFERENCE TO HEREWITH 4.1 First Amendment, dated as X of July 9, 1996, to the Amended and Restated Credit Agreement, dated as of July 31, 1995 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Registrant and certain of its subsidiaries, the several Lenders from time to time parties thereto, Chase Securities Inc. (formerly known as Chemical Securities Inc.), as Arranger, and Chemical Bank, as Administrative Agent for the Lenders 4.2 Form of Revolving Credit Note, X dated as of July 9, 1996, executed pursuant to the Credit Agreement 4.3 Form of CAF Advance Note, dated as of X July 9, 1996, executed pursuant to the Credit Agreement 4.4 Amended and Restated Parent X Pledge Agreement, dated as of July 9, 1996, executed pursuant to the Credit Agreement 4.5 Form of Amended and Restated X Subsidiaries Guarantee, dated as of July 9, 1996, executed pursuant to the Credit Agreement 4.6 Form of Amended and Restated X Subsidiaries Pledge Agreement, dated as of July 9, 1996, executed pursuant to the Credit Agreement 11 Statement re Computation of Per Share Earnings X 27 Financial Data Schedule X
24 EX-4.1 2 AMENDED AND RESTATED CREDIT AGREEMENT 1 EXHIBIT 4.1 EXECUTION COPY -------------- FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT, dated as of July 9, 1996 (this "Amendment"), to the Amended and Restated Credit Agreement, dated as of July 31, 1995 (the "Credit Agreement"), among Sybron International Corporation, a Wisconsin corporation (the "Parent"), Ormco Corporation, a Delaware corporation ("Ormco"), Kerr Corporation, a Delaware corporation ("Kerr"), Nalge Company, a Delaware corporation ("Nalge"), Erie Scientific Company, a Delaware corporation ("Erie"), Barnstead Thermolyne Corporation, a Delaware corporation ("Barnstead"; Ormco, Kerr, Nalge, Erie and Barnstead are collectively referred to herein as the "Subsidiary Borrowers"), the several banks and other financial institutions from time to time parties thereto (the "Lenders"), Chase Securities Inc. (formerly known as Chemical Securities Inc.), as Arranger, and Chemical Bank, a New York banking corporation, as administrative agent for the Lenders thereunder (in such capacity, the "Administrative Agent"). W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Parent and the Subsidiary Borrowers; and WHEREAS, the Parent and the Subsidiary Borrowers have requested, and, upon this Amendment becoming effective, the Lenders have agreed, that (i) the Revolving Credit Commitments of the Lenders shall be increased by $50,000,000 in the aggregate and (ii) certain provisions of the Credit Agreement be amended in the manner provided for in this Amendment. NOW, THEREFORE, the parties hereto hereby agree as follows: I. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. II. Amendments to Credit Agreement. 1. Amendments to Section 1. Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definitions of "Aggregate Outstanding Extensions of Credit", "Borrowing Date", "Business Day", "Loan", "Notes", and "Type" contained therein in their entirety and adding the following definitions in alphabetical order: 2 2 "Aggregate Outstanding Extensions of Credit": as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender's Revolving Credit Commitment Percentage of the L/C Obligations then outstanding, and (c) for all purposes other than the calculation of the commitment fees pursuant to subsection 2.9, such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of all (i) CAF Advances then outstanding and (ii) Swing Line Loans then outstanding. "Amendment Effective Date": the date on which the First Amendment dated as of July 9, 1996 to the Credit Agreement became effective pursuant to the terms thereof. "Borrowing Date": any Business Day specified in a notice pursuant to subsection 2.3, 2.5(a), 2.13 or 3.2 as a date on which the Parent either on behalf of itself or any of the Subsidiary Borrowers requests (a) the Lenders to make Loans or CAF Advances, as the case may be, hereunder and/or (b) the Issuing Bank to issue a Letter of Credit hereunder. "Business Day": a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided, that when such term is used to describe a day on which a borrowing, payment or interest rate determination is to be made in respect of a Eurodollar Rate CAF Advance, such day shall also be a day on which dealings in foreign currencies and exchange between banks may be carried on in London, England. "CAF Advance": each CAF Advance made pursuant to subsection 2.4. "CAF Advance Availability Period": the period from and including the Amendment Effective Date to and including the date which is 7 days prior to the Termination Date. "CAF Advance Confirmation": each confirmation by the Parent, on behalf of itself or any other Revolving Credit Borrower, of its acceptance of CAF Advance Offers, which confirmation shall be substantially in the form of Exhibit J and shall be delivered to the Administrative Agent by facsimile transmission. "CAF Advance Interest Payment Date": as to each CAF Advance, each interest payment date specified for such CAF Advance in the related CAF Advance Request. "CAF Advance Maturity Date": as to any CAF Advance, the date specified by the Parent, on behalf of itself or any other Revolving Credit Borrower, as the case may be, 3 3 pursuant to paragraph 2.5(d)(ii) in its acceptance of the related CAF Advance Offer. "CAF Advance Note": as defined in subsection 2.7, which term shall include any QFL CAF Advance Note issued pursuant to subsection 11.7. "CAF Advance Offer": each offer by a Lender to make CAF Advances pursuant to a CAF Advance Request, which offer shall contain the information specified in Exhibit K and shall be delivered to the Administrative Agent by telephone, immediately confirmed by facsimile transmission. "CAF Advance Request": each request by the Parent, on behalf of itself or any other Revolving Credit Borrower, for Lenders to submit bids to make CAF Advances, which request shall contain the information in respect of such requested CAF Advances specified in Exhibit L and shall be delivered to the Administrative Agent in writing, by facsimile transmission, or by telephone, immediately confirmed by facsimile transmission. "Eurodollar Rate CAF Advance": any CAF Advance made pursuant to a Eurodollar Rate CAF Advance Request. "Eurodollar Rate CAF Advance Request": any CAF Advance Request requesting the Lenders to offer to make CAF Advances at an interest rate equal to the Eurodollar Rate plus (or minus) a margin. "Fixed Rate CAF Advance": any CAF Advance made pursuant to a Fixed Rate CAF Advance Request. "Fixed Rate CAF Advance Request": any CAF Advance Request requesting the Lenders to offer to make CAF Advances at a fixed rate (as opposed to a rate composed of the Eurodollar Rate plus (or minus) a margin). "Loan": any loan (including any CAF Advance) made by any Lender pursuant to this Agreement. "Notes": the collective reference to the Revolving Credit Notes, the CAF Advance Notes, the Swing Line Notes and the Term Notes. "QFL CAF Advance Note": as defined in subsection 11.7. "Type": as to certain Loans made hereunder, its nature as an ABR Loan or a Eurodollar Loan. 4 4 2. Amendments to Section 2. (a) Section 2 is hereby amended as follows: (i) by deleting the first sentence of subsection 2.1(a) thereof in its entirety and substituting in lieu thereof the following: "Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans ("Revolving Credit Loans") to the Revolving Credit Borrowers from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding to all Revolving Credit Borrowers, when added to such Lender's Revolving Credit Commitment Percentage of (i) the then outstanding L/C Obligations, (ii) the aggregate principal amount of all Swing Line Loans then outstanding and (iii) the aggregate principal amount of all CAF Advances then outstanding, not to exceed the amount of such Lender's Revolving Credit Commitment, provided that nothing contained herein shall be deemed to prohibit the making of, or relieve any Lender of its obligation to make, Revolving Credit Loans the proceeds of which are to be applied solely to the repayment of principal of Refunded Swing Line Loans pursuant to subsection 2.16(c) except that in no event shall any Lender be obligated to make Revolving Credit Loans in excess of its Revolving Credit Commitment"; (ii) by adding the following subsections at the end of subsection 2.3: "2.4. CAF Advances. Subject to the terms and conditions of this Agreement, the Revolving Credit Borrowers may borrow CAF Advances from time to time on any Business Day during the CAF Advance Availability Period. CAF Advances may be borrowed in amounts such that the aggregate amount of (i) Revolving Credit Loans, (ii) L/C Obligations, (iii) Swing Line Loans and (iv) CAF Advances outstanding at any time shall not exceed the aggregate amount of the Revolving Credit Commitments at such time. Within the limits and on the conditions hereinafter set forth with respect to CAF Advances, the Revolving Credit Borrowers from time to time may borrow, repay and reborrow CAF Advances. 2.5 Procedure for CAF Advance Borrowing. (a) The Parent, on behalf of itself or any other Revolving Credit Borrower, shall request CAF Advances by 5 5 delivering a CAF Advance Request to the Administrative Agent, not later than 12:00 Noon (New York City time) four Business Days prior to the proposed Borrowing Date (in the case of a Eurodollar Rate CAF Advance Request), and not later than 10:00 A.M. (New York City time) one Business Day prior to the proposed Borrowing Date (in the case of a Fixed Rate CAF Advance Request). Each CAF Advance Request in respect of any Borrowing Date may solicit bids for CAF Advances on such Borrowing Date in an aggregate principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and having not more than three alternative CAF Advance Maturity Dates. The CAF Advance Maturity Date for each CAF Advance shall be the date set forth therefor in the relevant CAF Advance Request, which date shall be (i) not less than 7 days nor more than 180 days after the Borrowing Date therefor, in the case of a Fixed Rate CAF Advance, (ii) one, two, three or six months after the Borrowing Date therefor, in the case of a Eurodollar CAF Advance and (iii) not later than the Termination Date, in the case of any CAF Advance. The Administrative Agent shall notify each Lender promptly by facsimile transmission of the contents of each CAF Advance Request received by the Administrative Agent. (b) In the case of a Eurodollar Rate CAF Advance Request, upon receipt of notice from the Administrative Agent of the contents of such CAF Advance Request, each Lender may elect, in its sole discretion, to offer irrevocably to make one or more CAF Advances at the applicable Eurodollar Rate plus (or minus) a margin determined by such Lender in its sole discretion for each such CAF Advance. Any such irrevocable offer shall be made by delivering a CAF Advance Offer to the Administrative Agent, before 10:30 A.M. (New York City time) on the day that is three Business Days before the proposed Borrowing Date, setting forth: (i) the maximum amount of CAF Advances for each CAF Advance Maturity Date and the aggregate maximum amount of CAF Advances for all CAF Advance Maturity Dates which such Lender would be willing to make (which amounts may, subject to subsection 2.4, exceed such Lender's Revolving Credit Commitment); and (ii) the margin above or below the appropriate Eurodollar Rate at which such Lender is willing to make each such CAF Advance. The Administrative Agent shall advise the Parent, on behalf of itself or the relevant Revolving Credit Borrower, as the case may be, before 11:00 A.M. (New York City time) on the date which is three Business Days before the proposed Borrowing Date of the contents of each such CAF Advance 6 6 Offer received by it. If the Administrative Agent, in its capacity as a Lender, shall elect, in its sole discretion, to make any such CAF Advance Offer, it shall advise the Revolving Credit Borrower of the contents of its CAF Advance Offer before 10:15 A.M. (New York City time) on the date which is three Business Days before the proposed Borrowing Date. In the case of a Fixed Rate CAF Advance Request, upon receipt of notice from the Administrative Agent of the contents of such CAF Advance Request, each Lender may elect, in its sole discretion, to offer irrevocably to make one or more CAF Advances at a rate of interest determined by such Lender in its sole discretion for each such CAF Advance. Any such irrevocable offer shall be made by delivering a CAF Advance Offer to the Administrative Agent before 9:30 A.M. (New York City time) on the proposed Borrowing Date, setting forth: (i) the maximum amount of CAF Advances for each CAF Advance Maturity Date, and the aggregate maximum amount for all CAF Advance Maturity Dates, which such Lender would be willing to make (which amounts may, subject to subsection 2.4, exceed such Lender's Revolving Credit Commitment); and (ii) the rate of interest at which such Lender is willing to make each such CAF Advance. The Administrative Agent shall advise the Parent, on behalf of itself or the relevant Revolving Credit Borrower, as the case may be, before 10:00 A.M. (New York City time) on the proposed Borrowing Date of the contents of each such CAF Advance Offer received by it. If the Administrative Agent, in its capacity as a Lender, shall elect, in its sole discretion, to make any such CAF Advance Offer, it shall advise such Revolving Credit Borrower of the contents of its CAF Advance Offer before 9:15 A.M. (New York City time) on the proposed Borrowing Date. (d) Before 11:30 A.M. (New York City time) three Business Days before the proposed Borrowing Date (in the case of CAF Advances requested by a Eurodollar Rate CAF Advance Request) and before 10:30 A.M. (New York City time) on the proposed Borrowing Date (in the case of CAF Advances requested by a Fixed Rate CAF Advance Request), the Parent, on behalf of itself or the relevant Revolving Credit Borrower, as the case may be, in its absolute discretion, shall: (i) cancel such CAF Advance Request by giving the Administrative Agent telephone notice to that effect, or 7 7 (ii) by giving telephone notice to the Administrative Agent (immediately confirmed by delivery to the Administrative Agent of a CAF Advance Confirmation by facsimile transmission) (A) subject to the provisions of subsection 2.5(e), accept one or more of the offers made by any Lender or Lenders pursuant to subsection 2.5(b) or subsection 2.5(c), as the case may be, and (B) reject any remaining offers made by Lenders pursuant to subsection 2.5(b) or subsection 2.5(c), as the case may be. (e) The Parent's acceptance of CAF Advances in response to any CAF Advance Offers shall be subject to the following limitations: (i) the amount of CAF Advances accepted for each CAF Advance Maturity Date specified by any Lender in its CAF Advance Offer shall not exceed the maximum amount for such CAF Advance Maturity Date specified in such CAF Advance Offer; (ii) the aggregate amount of CAF Advances accepted for all CAF Advance Maturity Dates specified by any Lender in its CAF Advance Offer shall not exceed the aggregate maximum amount specified in such CAF Advance Offer for all such CAF Advance Maturity Dates; (iii) the Parent may not accept offers for CAF Advances for any CAF Advance Maturity Date in an aggregate principal amount in excess of the maximum principal amount requested in the related CAF Advance Request; and (iv) if the Parent accepts any of such offers, it must accept offers based solely upon pricing for each relevant CAF Advance Maturity Date and upon no other criteria whatsoever, and if two or more Lenders submit offers for any CAF Advance Maturity Date with identical pricing and the Parent accepts any of such offers but does not wish to (or, by reason of the limitations set forth in subsection 2.4, cannot) borrow the total amount offered by such Lenders with such identical pricing, the Parent shall accept offers from all of such Lenders in amounts allocated among them pro rata according to the amounts offered by such Lenders (with appropriate rounding, in the sole discretion of the Parent, to assure that each accepted CAF Advance is an integral multiple of $1,000,000); provided that if the number of Lenders that submit offers for any CAF Advance Maturity Date at identical pricing is such that, after the Parent accepts such offers pro rata in accordance with the foregoing provisions of this paragraph, the CAF Advance to be made by any such Lender would be less than $5,000,000 principal amount, 8 7 the number of such Lenders shall be reduced by the Administrative Agent by lot until the CAF Advances to be made by each such remaining Lender would be in a principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (f) If the Parent notifies the Administrative Agent that a CAF Advance Request is cancelled pursuant to subsection 2.5(d)(i), the Administrative Agent shall give prompt telephone or fax notice thereof to the Lenders. (g) If the Parent accepts pursuant to subsection 2.5(d)(ii) one or more of the offers made by any Lender or Lenders, the Administrative Agent promptly shall notify each Lender which has made such an offer of the aggregate amount of such CAF Advances to be made on such Borrowing Date for each CAF Advance Maturity Date and the acceptance or rejection of any offers to make such CAF Advances made by such Lender. Before 12:00 Noon (New York City time) on the Borrowing Date specified in the applicable CAF Advance Request, each Lender whose CAF Advance Offer has been accepted shall make available to the Administrative Agent at its office set forth in subsection 11.2 the amount of CAF Advances to be made by such Lender, in immediately available funds. The Administrative Agent will make such funds available to the relevant Revolving Credit Borrower as soon as practicable on such date at such office of the Administrative Agent. As soon as practicable after each Borrowing Date, the Administrative Agent shall notify each Lender of the aggregate amount of CAF Advances advanced on such Borrowing Date and the respective CAF Advance Maturity Dates thereof. 2.6 CAF Advance Payments. (a) The Revolving Credit Borrower in respect of each CAF Advance shall pay to the Administrative Agent, for the account of the Lender which has made such CAF Advance, on the applicable CAF Advance Maturity Date the then unpaid principal amount of such CAF Advance. The Revolving Credit Borrowers shall not have the right to prepay any principal amount of any CAF Advance without the consent of the Lender to which such CAF Advance is owed. (b) The Revolving Credit Borrower in respect of each CAF Advance shall pay interest on the unpaid principal amount of such CAF Advance made to such Revolving Credit Borrower from the Borrowing Date to the applicable CAF Advance Maturity Date at the rate of interest specified in the CAF Advance Offer accepted by the Revolving Credit Borrower in connection with such CAF Advance (calculated on the basis of a 360-day year for actual days elapsed), payable on each applicable CAF Advance Interest Payment Date. 9 9 (c) If any principal of, or interest on, any CAF Advance shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such CAF Advance shall, without limiting any rights of any Lender under this Agreement, bear interest from the date on which such payment was due at a rate per annum which is 2% above the rate which would otherwise be applicable to such CAF Advance until the stated CAF Advance Maturity Date of such CAF Advance, and for each day thereafter at a rate per annum which is 2% above the ABR, in each case until paid in full (as well after as before judgment). Interest accruing pursuant to this paragraph (c) shall be payable from time to time on demand. 2.7 CAF Advance Notes. The CAF Advances made by each Lender shall be evidenced by a promissory note of the Revolving Credit Borrowers, substantially in the form of Exhibit M-1 with appropriate insertions (a "CAF Advance Note"), payable to the order of such Lender and representing the obligation of each Revolving Credit Borrower to pay the lesser of (a) the amount of the Aggregate Revolving Credit Commitment and (b) the unpaid principal amount of all CAF Advances made by such Lender to such Revolving Credit Borrower, with interest on the unpaid principal amount from time to time outstanding of each CAF Advance evidenced thereby as prescribed in subsection 2.6(b). Each Lender is hereby authorized to record, with respect to the appropriate Revolving Credit Borrower, the date and amount of each CAF Advance made by such Lender, the CAF Advance Maturity Date thereof, the date and amount of each payment of principal thereof and the interest rate with respect thereto on the schedule attached to and constituting part of its CAF Advance Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided, however, that the failure to make any such recordation shall not affect the obligations of the Revolving Credit Borrowers hereunder or under any CAF Advance Note. Each CAF Advance Note shall be dated the Amendment Effective Date, and each CAF Advance evidenced thereby shall bear interest for the period from and including the Borrowing Date of such CAF Advance on the unpaid principal amount thereof from time to time outstanding at the applicable rate per annum determined as provided in, and such interest shall be payable as specified in, subsection 2.6(b). 2.8 Certain Restrictions. A CAF Advance Request may request offers for CAF Advances to be made on not more than one Borrowing Date and to mature on not more than three CAF Advance Maturity Dates. No CAF Advance Request may be submitted earlier than five Business Days after submission of any other CAF Advance Request."; 10 10 (iii) by deleting the first sentence of subsection 2.5 thereof (as such subsection is identified in the Credit Agreement prior to this Amendment) in its entirety and substituting in lieu thereof the following: "The Parent shall have the right, upon not less than five Business Days' notice from the Parent to the Administrative Agent, to terminate the Aggregate Revolving Credit Commitment or, from time to time, to reduce the amount of the Aggregate Revolving Credit Commitment; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans, the Swing Line Loans and the CAF Advances (to the extent permitted by subsection 2.6) made on the effective date thereof, the aggregate principal amount of the Revolving Credit Loans, the Swing Line Loans and the CAF Advances then outstanding, when added to the then outstanding L/C Obligations, would exceed the Aggregate Revolving Credit Commitment then in effect."; (iv) by deleting the first sentence of subsection 2.9 thereof (as such subsection is identified in the Credit Agreement prior to this Amendment) in its entirety and substituting in lieu thereof the following: "Subject to the limitations contained in subsections 2.1 and 2.6 in respect of prepayments of Revolving Credit Loans, each Borrower may on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of ABR Loans, prepay the Loans made to such Borrower, in whole or in part, without premium or penalty, upon at least four Business Days' irrevocable notice in the case of Eurodollar Loans, and upon at least one Business Days' irrevocable notice in the case of ABR Loans, from the Parent to the Administrative Agent, or upon irrevocable notice received by the Administrative Agent prior to 11:00 A.M. on the requested prepayment date in the case of Swing Line Loans, specifying the Borrower making the prepayment, the date and amount of prepayment, whether the prepayment is of Term Loans, Swing Line Loans, Revolving Credit Loans or a combination thereof, and, if a combination thereof, the amount allocable to each and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each." (v) by deleting subsection 2.10(d) thereof (as such subsection is identified in the Credit Agreement prior to this Amendment) in its entirety and substituting in lieu thereof the following: "(d) Each prepayment of the Loans pursuant to this subsection 2.15 shall be accompanied by payment in full of 11 11 all accrued interest thereon to and including the date of such prepayment, together with any additional amounts owing pursuant to subsection 2.26. Each reduction of the Aggregate Revolving Credit Commitment pursuant to this subsection 2.15 shall be accompanied by a prepayment of the Revolving Credit Loans, the Swing Line Loans and the CAF Advances (if permitted by subsection 2.6) then outstanding in an amount equal to the excess, if any, of the sum of (i) the Revolving Credit Loans, (ii) the Swing Line Loans, (iii) the CAF Advances and (iv) the L/C Obligations then outstanding, over the Aggregate Revolving Credit Commitment, as so reduced. Any prepayment required by the immediately preceding sentence shall be applied first to the outstanding Swing Line Loans until they are paid in full, second to the Revolving Credit Loans and third to the CAF Advances (if permitted by subsection 2.6). To the extent that in connection with the requirements hereof the Revolving Credit Loans, the Swing Line Loans and the CAF Advances have been reduced to zero and the L/C Obligations then outstanding exceed the Aggregate Revolving Credit Commitment, as so reduced, the Parent shall, simultaneously with such reduction, deposit in a cash collateral account with the Administrative Agent having terms and conditions reasonably acceptable to the Administrative Agent, an amount equal to the sum of (i) the amount by which such outstanding L/C Obligations exceed the Aggregate Revolving Credit Commitment, as reduced and (ii) an amount equal to the commissions, fees and estimated expenses (in each case as determined pursuant to subsection 3.3) expected to be incurred by the Parent with respect to such L/C Obligations over a one year period."; and (vi) by deleting the first two sentences of subsection 2.17(a) (as such subsection is identified in the Credit Agreement prior to this Amendment) in their entirety and substituting in lieu thereof the following: "Each borrowing by any Borrower from the Lenders hereunder (other than any borrowing of Swing Line Loans or CAF Advances), each payment by any Borrower on account of any commitment fee hereunder (except as otherwise specifically provided herein) and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective relevant Commitment Percentages of the Lenders. Each payment (including each prepayment) by any Borrower on account of principal of and interest on the Loans made to such Borrower shall be made pro rata according to the respective principal or interest, as the case may be, in respect of such Loans then due and owing to the Lenders." 3. Amendments to Section 4. (a) Section 4 of the Credit Agreement is hereby amended by deleting subsection 4.16 thereof in its entirety and substituting in lieu thereof the following: 12 12 "4.16 Purpose of Loans. (i) The proceeds of the Term Loans shall be used to finance the Nunc Acquisition and to refinance indebtedness outstanding under the Prior Credit Agreement and to pay fees and other expenses related thereto and (ii) the proceeds of the Revolving Credit Loans, the Swing Line Loans and the CAF Advances shall be used to finance the Nunc Acquisition, to refinance indebtedness outstanding under the Prior Credit Agreement and to finance the working capital needs of the Parent and its Subsidiaries and for general corporate purposes, including acquisitions other than the Nunc Acquisition, provided that no more than $180,000,000 of the proceeds of the Loans may be used to finance the Nunc Acquisition." 4. Amendments to Section 6. (a) Section 6 of the Credit Agreement is hereby amended as follows: (i) by deleting subsection 6.2(d) thereof in its entirety and substituting in lieu thereof the following: "(d) concurrently with the delivery of the financial statements referred to in subsections 6.1(a) and 6.1(b), a certificate of a Responsible Officer of the Parent indicating the Parent's Interest Coverage Ratio and Leverage Ratio for such period of four fiscal quarters of the Parent;" (ii) by adding the following new paragraph at the end of subsection 6.2(d): "(e) concurrently with the delivery of the financial statements referred to in subsection 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default relating to the covenants contained in subsections 7.1, 7.2, 7.4, 7.7 and 7.9, except as specified in such certificate; and"; and (iii) by relettering subsection 6.2(e) as subsection 6.2(f). 5. Amendments to Section 7. (a) Section 7 is hereby amended as follows: (i) by deleting subsection 7.7 thereof in its entirety and inserting in lieu thereof the following: "7.7 Limitation on Leases. Permit Consolidated Lease Expense for any fiscal year of the Parent and its Subsidiaries to exceed $10,000,000." 13 13 (ii) by deleting subsection 7.9 thereof in its entirety and inserting in lieu thereof the following: 7.9 Limitation on Capital Expenditures. Make or commit to make any Capital Expenditure (other than in connection with any acquisition of a business unit specifically permitted by subsection 7.10(e)) except for expenditures in the ordinary course of business not exceeding, in the aggregate for the Parent and its Subsidiaries during any of the periods set forth below, the amount set forth opposite such period: Period Amount 10/1/95 - 9/30/96 $38,000,000 10/1/96 - 9/30/97 $36,000,000 10/1/97 - 9/30/98 $38,000,000 10/1/98 - 9/30/99 $38,000,000 10/1/99 - 9/30/00 $40,000,000 10/1/00 - 9/30/01 $40,000,000 10/1/01 - Termination Date $40,000,000 6. Amendments to Section 11. (a) Section 11 of the Credit Agreement is hereby amended as follows: (i) by deleting subsection 11.6(e) thereof in its entirety and substituting in lieu thereof the following: "(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Administrative Agent) together with payment to the Administrative Agent by the assigning Lender or such Assignee of a registration and processing fee of $4,000 (or $1,000 in the case of an Assignee that is already a Lender), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the Parent. On or prior to such effective date, each of the Borrowers, at its own expense, shall execute and deliver to the Administrative Agent (in exchange for the Revolving Credit Note, CAF Advance Note or Term Note of the assigning Lender) a new Revolving Credit Note, CAF Advance Note or Term Note, as the case may be, to the order of such Assignee in amounts reflecting the Revolving Credit Commitment or Term Loan, as the case may be, assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Revolving Credit Commitment 14 14 or Term Loan hereunder, a new Revolving Credit Note, CAF Advance Note or Term Note, as the case may be, to the order of the assigning Lender in amounts reflecting the Revolving Credit Commitment or Term Loan, as the case may be, retained by it hereunder. Such new Notes shall be dated the Closing Date in the case of Revolving Credit Notes and Term Notes, and the Amendment Effective Date in the case of CAF Advance Notes, and shall otherwise be in the form of the Note replaced thereby"; (ii) by deleting subsections 11.7(a) and (b) thereof in their entirety and substituting in lieu thereof the following: "11.7 QFL Notes. (a) Any Lender that is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and that satisfies the requirements of subsection 2.25(b) (a "Qualified Foreign Lender") shall, upon receipt of the written request of the Parent or the Administrative Agent, and may upon its own written request to the Administrative Agent (i) receive, or exchange any Revolving Credit Note held by or assigned to it for, a QFL Revolving Credit Note substantially in the form attached hereto as Exhibit A-2 (a "QFL Revolving Credit Note"), (ii) receive, or exchange any Term Note held by or assigned to it for, a QFL Term Note substantially in the form attached hereto as Exhibit B-2 (a "QFL Term Note") and (iii) receive, or exchange any CAF Advance Note held by or assigned to it for, a QFL CAF Advance Note substantially in the form attached hereto as M-2 (a "QFL CAF Advance Note"); the QFL Revolving Credit Notes, the QFL Term Notes and the QFL CAF Advance Notes are collectively referred to herein as the "QFL Notes"). Any QFL Notes issued pursuant to this subsection 11.7 shall be (A) dated the Closing Date in the case of a QFL Revolving Credit Note or a QFL Term Note, or dated the Amendment Effective Date in the case of a QFL CAF Advance Note, (B) issued in the name of the relevant Lender and (C) issued (i) in the same principal amounts as such exchanged Revolving Credit Notes, Term Notes or CAF Advance Notes as the case may be, or (ii) in the case of a Lender not exchanging Revolving Credit Notes, Term Notes or CAF Advance Notes, in amounts reflecting such Lender's Revolving Credit Commitment or Term Loans, as the case may be. (b) The Parent and each Subsidiary Borrower agree that, upon the request of or delivery of a request to a Qualified Foreign Lender pursuant to paragraph (a) of this subsection 11.7, it shall execute and deliver QFL Notes to the Administrative Agent conforming to the 15 15 requirements of such paragraph and pursuant to the terms thereof. To the extent relevant, each Qualified Foreign Lender shall surrender its Notes to the Administrative Agent in connection with any exchange pursuant to this subsection 11.7. If an exchange of a Revolving Credit Note, Term Note or CAF Advance Note is to occur, upon receipt by the Administrative Agent of the existing Revolving Credit Note, Term Note or CAF Advance Note to be exchanged for such QFL Notes in accordance with this paragraph, the Administrative Agent shall forward the QFL Notes to the Qualified Foreign Lender which surrendered its Revolving Credit Note, Term Note or CAF Advance Note for exchange and shall forward such exchanged Revolving Credit Note, Term Note or CAF Advance Note to the Parent marked "cancelled." Once issued, QFL Notes (i) shall, subject to the terms of this Amendment, be deemed to and shall be "Term Notes", "Revolving Credit Notes" or "CAF Advance Notes", as the case may be, for all purposes under this Agreement, the Security Documents and the other Loan Documents, (ii) may not be exchanged for "Revolving Credit Notes", "Term Notes" or "CAF Advance Notes" notwithstanding anything to the contrary in this Agreement, and (iii) shall at all times thereafter be QFL Notes, including, without limitation, following any transfer or assignment thereof;"; and (iii) by deleting subsection 11.8(a) thereof in its entirety and substituting in lieu thereof the following: "(a) If any Lender (a "benefitted Lender") shall at any time receive any payment of all or part of the Loans owing to it, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f) or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans then due and owing, or interest thereon then due and owing, such benefitted Lender shall purchase for cash from such other Lender a participating interest in such portion of each such other Lender's Revolving Credit Loans, Term Loans or CAF Advances, as the case may be, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefitted Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest." 16 16 7. Amendments to Sections 1 through 11. Sections 1 through 11 of the Credit Agreement are hereby amended by renumbering all references and cross-references to subsections 2.4 through 2.22 contained in the Credit Agreement prior to the Amendment Effective Date as subsections 2.9 through 2.27, respectively. 8. Amendment to Schedule I to the Credit Agreement. Schedule I to the Credit Agreement is hereby amended by deleting Schedule I in its entirety and substituting in lieu thereof Exhibit A hereto. 9. Amendments to Exhibits to the Credit Agreement. The Exhibits to the Credit Agreement are hereby amended by inserting Exhibits B through F hereto as Exhibits J through M-2, respectively, to the Credit Agreement. III. Conditions to Effectiveness. This Amendment shall become effective on the date (the "Amendment Effective Date") on which all of the following conditions precedent have been satisfied or waived: 1. The Parent, the Subsidiary Borrowers, the Administrative Agent and the Lenders (as required by the Credit Agreement) shall have executed and delivered to the Administrative Agent this Amendment. 2. The Administrative Agent shall have received a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of each of the Parent and the Subsidiary Borrowers authorizing the execution, delivery and performance of this Amendment, certified by the Secretary or an Assistant Secretary of such party as of the Amendment Effective Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. 3. The Administrative Agent shall have received, to the extent that it has not theretofore received, a certificate of the Secretary or Assistant Secretary of the Parent and the Subsidiary Borrowers, dated the Amendment Effective Date, as to the incumbency and signature of each of the officers signing this Amendment, and any other instrument or document delivered by such party in connection herewith, together with evidence of the incumbency of such Secretary or Assistant Secretary. 4. The Administrative Agent shall have received a written legal opinion of counsel to the Parent and the Subsidiary Borrowers in form and substance satisfactory to the Administrative Agent and its counsel. 5. The Administrative Agent and the Lenders shall have received all fees due from the Parent. 17 17 IV. Purchase and Sale of Revolving Credit Commitments and Revolving Credit Loans. On the Amendment Effective Date, but immediately prior to any borrowing on such date under the Credit Agreement, without the necessity of further action by any party, one or more Lenders (the "Selling Lenders") as specified on Schedule 1 hereto shall sell, transfer and assign to one or more other Lenders (the "Purchasing Lenders") as specified on Schedule 1 hereto a portion of the Selling Lender's right, title and interest in and to its Revolving Credit Commitments and/or Revolving Credit Loans as specified on Schedule 1 hereto, without recourse, representation or warranty, and each Purchasing Lender shall purchase, take and acquire from a Selling Lender a portion of such Selling Lender's right, title and interest in and to its Revolving Credit Commitments and/or Revolving Credit Loans as specified on Schedule 1 hereto, so that after giving effect to all such transfers, each Lender's interest in the Revolving Credit Commitments and Revolving Credit Loans shall be as specified on Schedule 1 hereto. V. General. 1. Representation and Warranties. To induce the Administrative Agent and the Lenders parties hereto to enter into this Amendment, the Parent and the Subsidiary Borrowers hereby represent and warrant to the Administrative Agent and all of the Lenders as of the Amendment Effective Date that the representations and warranties made by the Parent and the Subsidiary Borrowers in the Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to the effectiveness of this Amendment, as if made on and as of the Amendment Effective Date. 2. Payment of Expenses. The Parent and the Subsidiary Borrowers agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 3. No Other Amendments; Confirmation. Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and the Notes are and shall remain in full force and effect. 4. Governing Law; Counterparts. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. (b) This Amendment may be executed by one or more of the parties to this Agreement on any number of separate counterparts, 18 18 and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. SYBRON INTERNATIONAL CORPORATION By: ----------------------------------- Title: ORMCO CORPORATION By: ----------------------------------- Title: KERR CORPORATION By: ----------------------------------- Title: NALGE COMPANY By: ----------------------------------- Title: ERIE SCIENTIFIC COMPANY By: ----------------------------------- Title: BARNSTEAD THERMOLYNE CORPORATION By: ----------------------------------- Title: 19 19 CHEMICAL BANK, as Administrative Agent and as a Lender By: ---------------------------------- Title: ABN AMRO BANK N.V. By: ---------------------------------- Title: By: ---------------------------------- Title: BANK OF AMERICA ILLINOIS By: ---------------------------------- Title: BANK OF MONTREAL By: ---------------------------------- Title: BANK ONE, COLUMBUS, NA By: ---------------------------------- Title: 20 20 THE BANK OF NOVA SCOTIA By:____________________________ Title: BANK OF SCOTLAND By:____________________________ Title: BANQUE FRANCAISE DU COMMERCE EXTERIEUR By:____________________________ Title: By:____________________________ Title: BANQUE PARIBAS By:____________________________ Title: By:____________________________ Title: CAISSE NATIONALE DE CREDIT AGRICOLE By:____________________________ Title: 21 21 COMERICA BANK By: ---------------------------------- Title: CREDIT LYONNAIS CAYMAN ISLAND BRANCH By: ---------------------------------- Title: DG BANK, DEUTSCHE GENOSSENSCHAFTSBANK CAYMAN ISLAND BRANCH By: ---------------------------------- Title: By: ---------------------------------- Title: FIRST BANK NATIONAL ASSOCIATION By: ---------------------------------- Title: FLEET BANK OF MASSACHUSETTS, N.A. By: ---------------------------------- Title: 22 22 THE FUJI BANK, LIMITED By: ------------------------------ Title: THE LONG-TERM CREDIT BANK OF JAPAN, LTD. CHICAGO BRANCH By: ------------------------------ Title: MELLON BANK, N.A. By: ------------------------------ Title: THE BANK OF TOKYO-MITSUBISHI, Ltd., CHICAGO BRANCH By: ------------------------------ Title: THE MITSUBISHI TRUST AND BANKING CORPORATION By: ------------------------------ Title: NBD BANK By: ------------------------------ Title: 23 23 THE SAKURA BANK, LIMITED By: ------------------------------ Title: SOCIETE GENERALE By: ------------------------------ Title: By: ------------------------------ Title: THE SUMITOMO BANK, LTD., CHICAGO BRANCH By: ------------------------------ Title: 24 SCHEDULE 1 to the First Amendment
REVISED REVOLVING CREDIT AGGREGATE Bank COMMITMENT VARIANCE - ---- --------------- --------------- Chemical Bank $ 16,965,909.08 $ 39,583.33 Bank of Montreal 15,352,272.73 55,416.67 Banque Paribas 15,352,272.73 55,416.67 Credit Lyonnais Cayman Island Branch 15,352,272.73 55,416.67 First Bank National Association 15,352,272.73 55,416.67 Fleet Bank of Massachusetts, N.A. 15,352,272.73 55,416.67 Mellon Bank, N.A. 15,352,272.73 55,416.67 NBD Bank 15,352,272.73 55,416.67 Bank of America Illinois 15,352,272.73 55,416.67 The Bank of Nova Scotia 15,352,272.73 55,416.67 The Mitsubishi Trust and 15,352,272.73 55,416.67 Banking Corporation ABN AMRO Bank NV 15,352,272.73 55,416.67 The Long-Term Credit Bank of 15,352,272.73 55,416.67 Japan, Ltd. Chicago Branch Societe Generale 15,352,272.73 55,416.67 Bank One, Columbus, NA 8,772,727.27 31,666.67 Bank of Scotland 7,272,727.27 (1,013,333.33) Comerica Bank 8,772,727.27 31,667.67 Caisse Nationale de Credit Agricole 8,772,727.27 31,667.67 DG Bank, Deutsche 8,772,727.27 31,667.67 Genossenschaftsbank, Cayman Island Branch The Fuji Bank, Limited 8,772,727.27 31,667.67 Bank of Tokyo-Mitsibishi Bank, 8,772,727.27 31,667.67 Ltd., Chicago Branch The Sakura Bank, Limited 8,772,727.27 31,667.67 The Sumitomo Bank, Ltd., 8,772,727.27 31,667.67 Chicago Branch Banque Francaise du Commerce 6,000,000.00 0.00 Exterieur -- Cayman Island Branch -------------- ------------- 300,000,000.00 0.00
25 EXHIBIT A to the First Amendment
TERM LOAN REVOLVING CREDIT TOTAL BANK COMMITMENT COMMITMENT COMMITMENT - ---- -------------- -------------------- -------------- Chemical Bank $16,909,090.92 $16,965,909.08 $33,875,000.00 10 South LaSalle Street Suite 2300 Chicago, Illinois 60603 Attention: Cynthia R. Berkshire Telephone: (312) 807-4029 Telecopy: (312) 443-1964 Bank of Montreal 15,272,727.27 15,352,272.73 30,625,000.00 115 South LaSalle Street Chicago, Illinois 60603 Attention: Irene M. Geller Telephone: (312) 750-4368 Telecopy: (312) 750-3783 Banque Paribas 15,272,727.27 15,352,272.73 30,625,000.00 227 W. Monroe Street Suite 3300 Chicago, Illinois 60606 Attention: Jerry O'Keeke Telephone: (312) 853-6007 Telecopy: (312) 853-6020 Credit Lyonnais Cayman Island 15,272,727.27 15,352,272.73 30,625,000.00 Branch 227 West Monroe Street Suite 3800 Chicago, Illinois 60606 Attention: Eric Tobin Telephone: (312) 220-7314 Telecopy: (312) 641-0527 First Bank National Association 15,272,727.27 15,352,272.73 30,625,000.00 601 Second Avenue South Minneapolis, Minnesota 55402-4302 Attention: Mark Olman Telephone: (612) 973-1085 Telecopy: (612) 973-0825 15,272,727.27 15,352,272.73 30,625,000.00 Fleet Bank of Massachusetts, N.A. 15,272,727.27 15,352,272.73 30,625,000.00 75 State Street 4th Floor Boston, Massachusetts 02109 Attention: Maryann Smith Telephone: (617) 346-1579 Telecopy: (617) 443-1964 Mellon Bank, N.A. 15,272,727.27 15,352,272.73 30,625,000.00 55 West Monroe Street Suite 2600 Chicago, Illinois 60603 Attention: Jeffrey A. Anderson Telephone: (312) 357-3405 Telecopy: (312) 357-3414
26 2
Revolving Term Loan Credit Total Bank Commitment Commitment Commitment - ------ ---------- ----------- ---------- NBD Bank 15,272,727.27 15,352,272.73 30,625,000.00 First National Plaza Mail Suite 0088 14th Floor Chicago, Illinois 60670-0088 Attention: Donald J. Buse Telephone: (312) 732-6620 Telecopy: (312) 732-1117 Bank of America Illinois 15,272,727.27 15,352,272.73 30,625,000.00 231 South LaSalle Street Chicago, Illinois 60697 Attention: Meg Claggett Telephone: (312) 828-1549 Telecopy: (312) 765-2080 The Bank of Nova Scotia 15,272,727.27 15,352,272.73 30,625,000.00 600 Peachtree Street N.E. Suite 2700 Atlanta, Georgia 30308 Attention: Shannon Law Telephone: (312) 201-4111 Telecopy: (312) 201-4108 The Mitsubishi Trust and Banking 15,272,727.27 15,352,272.73 30,625,000.00 Corporation 520 Madison Avenue 26th Floor New York, New York 10022 Attention: Anthony Rock Telephone: (212) 891-8425 Telecopy: (212) 593-4691 ABN AMRO Bank NV 15,272,727.27 15,352,272.73 30,625,000.00 135 South LaSalle Street Chicago, Illinois 60603 Attention: Douglas Elliott Telephone: (312) 904-2994 Telecopy: (312) 606-8425 The Long-Term Credit Bank of 15,272,727.27 15,352,272.73 30,625,000.00 Japan, Ltd. Chicago Branch 190 South LaSalle Street Suite 800 Chicago, Illinois 60603 Attention: John R. Carley Telephone: (312) 853-9516 Telecopy: (312) 704-8505 Societe Generale 15,272,727.27 15,352,272.73 30,625,000.00 181 West Madison Street Suite 3400 Chicago, Illinois 60602 Attention: Susan C. Hummel Telephone: (312) 578-5157 Telecopy: (312) 578-5099
27 3 Caption Revolving Term Loan Credit Total Commitment Commitment Commitment ---------- ---------- ------------ Bank One, Columbus, NA 8,727,272.73 8,772,727.27 17,500,000.00 100 East Broad Street 7th Floor Columbus, Ohio 43271 Attention: Douglas H. Klamfoth Telephone: (614) 248-5839 Telecopy: (614) 248-5518 Bank of Scotland 8,727,272.73 8,772,727.27 17,500,000.00 181 West Madison Street Suite 4710 Chicago, Illinois 60657 Attention: Colin J.D. Ferguson Telephone: (312) 263-4054 Telecopy: (312) 263-1143 Comerica Bank 8,727,272.73 8,772,727.27 17,500,000.00 4747 West Dempster Street Skokie, Illinois 60076 Attention: Harve C. Light Telephone: (847) 933-2203 Telecopy: (847) 933-2209 Caisse Nationale de Credit 8,727,272.73 8,772,727.27 17,500,000.00 Agricole 55 East Monroe Street Suite 4700 Chicago, Illinois 60603-5702 Attention: Roger H. Weis Telephone: (312) 917-7440 Telecopy: (312) 372-3724 DG Bank, Deutsche 8,727,272.73 8,772,727.27 17,500,000.00 Genossenschaftsbank, Cayman Island Branch 609 Fifth Avenue New York, New York 10017 Attention: Norah E. McCann Telephone: (212) 745-1584 Telecopy: (212) 745-1856 The Fuji Bank, Limited 8,727,272.73 8,772,727.27 17,500,000.00 225 West Wacker Drive Suite 2000 Chicago, Illinois 60606 Attention: Steve Peca Telephone: (312) 621-9484 Telecopy: (312) 621-0539 The Bank of Tokyo-, 8,727,272.73 8,772,727.27 17,500,000.00 Mitsubishi BankLtd., Chicago Branch 227 West Monroe Street Suite 2300 Chicago, Illinois 60606 Attention: Wayne Yamanaka Telephone: (312) 696-4664 Telecopy: (312) 696-4535
28 4 Caption Revolving Term Loan Credit Total Commitment Commitment Commitment ---------- ---------- ---------- The Sakura Bank, Limited 8,727,272.73 8,772,727.27 17,500,000.00 227 West Monroe Street Suite 4700 Chicago, Illinois 60606 Attention: Teresita Ladd Telephone: (312) 201-5121 Telecopy: (312) 352-5345 The Sumitomo Bank, Ltd., 8,727,272.73 8,772,727.27 17,500,000.00 Chicago Branch 233 South Wacker Drive Suite 4800 Chicago, Illinois 60606 Attention: John DiLegge Telephone: (312) 876-6444 Telecopy: (312) 876-6436 Banque Francaise du Commerce 6,000,000.00 6,000,000.00 12,000,000.00 Exterieur -- Cayman Island Branch 645 Fifth Avenue New York, New York 10022 Attention: Frederick Kammler Telephone: (212) 872-5041 Telecopy: (212) 872-5045 ------------- ------------- --------------- $300,000,000 $300,000,000 $600,000,000.00
29 EXHIBIT B to the First Amendment EXHIBIT J FORM OF CAF ADVANCE CONFIRMATION ___________, 199_ Chemical Bank, as Administrative Agent 270 Park Avenue New York, New York 10017 Reference is made to the Amended and Restated Credit Agreement, dated as of July 31, 1995, among Sybron International Corporation, the Subsidiary Borrowers, the Lenders named therein, Chase Securities Inc., as Arranger, and Chemical Bank, as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In accordance with subsection 2.5(d) of the Credit Agreement, the undersigned, on behalf of [itself] [One of the other Revolving Credit Borrowers], accepts and confirms the offers by the CAF Advance Lender(s) to make CAF advances to the undersigned on___________, 199_ under subsection 2.5(d) in the (respective) amount(s) set forth on the attached list of CAF Advances offered. Very truly yours, [SYBRON INTERNATIONAL CORPORATION] By____________________________ Title: [NOTE: The Parent must attach the CAF Advance offer list prepared by the Administrative Agent with the accepted amount entered by the Parent to the right of each CAF Advance offer]. -1- 30 EXHIBIT C to the First Amendment EXHIBIT K FORM OF CAF ADVANCE OFFER _____________, 199__ Chemical Bank, as Administrative Agent 270 Park Avenue New York, New York 10017 Reference is made to the Amended and Restated Credit Agreement, dated as of July 31, 1995, among Sybron International Corporation, the Subsidiary Borrowers, the Lenders named therein, Chase Securities Inc., as Arranger, and Chemical Bank, as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. In accordance with subsection 2.5 of the Credit Agreement, the undersigned Lender offers to make CAF Advances thereunder in the following amounts with the following maturity dates: Borrowing Date: __________, 199__ Aggregate Maximum Amount: $_________ Maturity Date 1: Maximum Amount: $__________ __________, 199__ $________ offered at _______* $________ offered at _______* Maturity Date 2: Maximum Amount: $__________ __________, 199__ $________ offered at _______* $________ offered at _______* Maturity Date 3: Maximum Amount: $__________ __________, 199__ $________ offered at _______* $________ offered at _______*
[NOTE: Insert the interest rate offered for the specified CAF Advance where indicated by an asterisk (*). In the case of Eurodollar Rate CAF Advances, insert a margin bid. -1- 31 2 In the case of Fixed Rate CAF Advances, insert a fixed rate bid.] Very truly yours, [NAME OF LENDER] By_______________________ Title: Telephone No.: Telecopy No.: -2- 32 EXHIBIT D to the First Amendment EXHIBIT L FORM OF CAF ADVANCE REQUEST __________, 199__ Chemical Bank, as Administrative Agent 270 Park Avenue New York, New York 10017 Reference is made to the Amended and Restated Credit Agreement, dated as of July 31, 1995, among Sybron International Corporation, the Subsidiary Borrowers, the Lenders named therein, Chase Securities Inc., as Arranger, and Chemical Bank, as Administrative Agent (as the same may be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. This is a [Fixed Rate] [Eurodollar Rate] CAF Advance Request pursuant to subsection 2.5 of the Credit Agreement requesting offers for the following CAF Advances: [NOTE: Pursuant to the Credit Agreement, a CAF Advance Request may be transmitted in writing, by telecopy, or by telephone, immediately confirmed by telecopy. In any case, a CAF Advance Request shall contain the information specified in the second paragraph of this form.]
Loan 1 Loan 2 Loan 3 Aggregate Principal Amount $__________ $__________ $_________ Borrowing Date CAF Advance Maturity Date CAF Advance Interest Payment Dates
Very truly yours, [SYBRON INTERNATIONAL CORPORATION] By_______________________________ Title: -1- 33 EXHIBIT E to the First Amendment EXHIBIT M-1 FORM OF CAF ADVANCE NOTE New York, New York $300,000,000 July __, 1996 FOR VALUE RECEIVED, each of the undersigned, Sybron International Corporation ("Parent"), a Wisconsin corporation, Kerr Corporation ("Kerr"), a Delaware Corporation, and Nalge Company ("Nalge"), a Delaware Company (each, a "Revolving Credit Borrower"), severally, hereby unconditionally promises to pay to the order of __________________________________ (the "Lender") at the office of Chemical Bank located at 270 Park Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, the principal amount of (a) THREE HUNDRED MILLION DOLLARS ($300,000,000), or, if less, (b) the aggregate unpaid principal amount of each CAF Advance which is made by the Lender to such Revolving Credit Borrower pursuant to subsection 2.4 of the Credit Agreement, as hereinafter defined. The principal amount of each CAF Advance evidenced hereby shall be payable on the CAF Advance Maturity Date therefor set forth on the schedule attached hereto and made a part hereof or on a continuation of such schedule which shall be attached hereto and made a part hereof (the "Grid"). Each Revolving Credit Borrower, severally, further agrees to pay interest in like money at such office on the unpaid principal amount of each CAF Advance made to such Revolving Credit Lender, at the rate per annum set forth in respect of such CAF Advance on the Grid, calculated on the basis of a year of 360 days and actual days elapsed from the Borrowing Date of such CAF Advance until the due date thereof (whether at the stated maturity, by acceleration or otherwise) and thereafter at the rates determined in accordance with subsection 2.6(c) of the Credit Agreement. Interest on each CAF Advance evidenced hereby shall be payable on the date or dates set forth in respect of such CAF Advance on the Grid. CAF Advances evidenced by this Note may not be prepaid. The holder of this Note is authorized to endorse on the Grid the Borrowing Date, amount, Interest rate, Interest Payment Dates and CAF Advance Maturity Date in respect of each CAF Advance made pursuant to subsection 2.4 of the Credit Agreement and each payment of principal with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such CAF Advance. This Note is one of the CAF Advance Notes referred to in the Amended and Restated Credit Agreement dated as of July 31, -1- 34 2 1995 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Parent, the Subsidiary Borrowers, the Lender, the other banks and financial institutions from time to time parties thereto, Chemical Securities Inc., as Arranger, and Chemical Bank, as Administrative Agent, and is subject to the provisions of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SYBRON INTERNATIONAL CORPORATION By -------------------------------- Title: KERR CORPORATION By -------------------------------- Title: NALGE COMPANY By -------------------------------- Title: -2- 35 SCHEDULE OF CAF ADVANCES _________________, Lender Sybron International Corporation, Revolving Credit Borrower Credit Agreement dated as of July 31, 1995
Borrowing CAF Advance Date of CAF Amount of CAF Interest Payment CAF Advance Advance Advance Interest Rate Dates Maturity Date Payment Date Authorization
-3- 36 SCHEDULE OF CAF ADVANCES _________________, Lender Kerr Corporation, Revolving Credit Borrower Credit Agreement dated as of July 31, 1995
Borrowing CAF Advance Date of CAF Amount of CAF Interest Payment CAF Advance Advance Advance Interest Rate Dates Maturity Date Payment Date Authorization
-4- 37 SCHEDULE OF CAF ADVANCES _________________, Lender Nalge Company, Revolving Credit Borrower Credit Agreement dated as of July 31, 1995
Borrowing CAF Advance Date of CAF Amount of CAF Interest Payment CAF Advance Advance Advance Interest Rate Dates Maturity Date Payment Date Authorization
-5- 38 EXHIBIT F to the First Amendment EXHIBIT M-2 THIS QUALIFIED NON-U.S. LENDER NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS QUALIFIED NON-U.S. LENDER NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. FORM OF QUALIFIED NON-U.S. LENDER CAF ADVANCE NOTE $300,000,000 July __, 1996 FOR VALUE RECEIVED, each of the undersigned, Sybron International Corporation ("Parent"), a Wisconsin corporation, Kerr Corporation ("Kerr"), a Delaware Corporation, and Nalge Company ("Nalge"), a Delaware Company (each, a "Revolving Credit Borrower"), severally, hereby unconditionally promises to pay to the order of __________________________________ (the "Lender") at the office of Chemical Bank located at 270 Park Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, the principal amount of (a) THREE HUNDRED MILLION DOLLARS ($300,000,000), or, if less, (b) the aggregate unpaid principal amount of each CAF Advance which is made by the Lender to such Revolving Credit Borrower pursuant to subsection 2.4 of the Credit Agreement, as hereinafter defined. The principal amount of each CAF Advance evidenced hereby shall be payable on the CAF Advance Maturity Date therefor set forth on the schedule attached hereto and made a part hereof or on a continuation of such schedule which shall be attached hereto and made a part hereof (the "Grid"). Each Revolving Credit Borrower, severally, further agrees to pay interest in like money at such office on the unpaid principal amount of each CAF Advance made to such Revolving Credit Lender, at the rate per annum set forth in respect of such CAF Advance on the Grid, calculated on the basis of a year of 360 days and actual days elapsed from the Borrowing Date of such CAF Advance until the due date thereof (whether at the stated maturity, by acceleration or otherwise) and thereafter at the rates determined in accordance with subsection 2.6(c) of the Credit Agreement. Interest on each CAF Advance evidenced hereby shall be payable on the date or dates set forth in respect of such CAF Advance on the Grid. CAF Advances evidenced by this Note may not be prepaid. The holder of this Note is authorized to endorse on the Grid the Borrowing Date, amount, Interest rate, Interest Payment 39 2 Dates and CAF Advance Maturity Date in respect of each CAF Advance made pursuant to subsection 2.4 of the Credit Agreement and each payment of principal with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such CAF Advance. This Note is one of the CAF Advance Notes referred to in the Amended and Restated Credit Agreement dated as of July 31, 1995 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Parent, the Subsidiary Borrowers, the Lender, the other banks and financial institutions from time to time parties thereto, Chemical Securities Inc., as Arranger, and Chemical Bank, as Administrative Agent, and is subject to the provisions of the Credit Agreement. As provided in subsection 11.7(d) of the Credit Agreement, this Qualified Non-U.S. Lender Note and the Obligation(s) evidenced hereby may be assigned in whole or in part only by registration of such assignment of this Qualified Non-U.S. Lender Note and the Obligation(s) evidenced hereby on the Register described in subsection 11.7(c) of the Credit Agreement. Any assignment of all or part of such Obligation(s) and this Qualified Non-U.S. Lender Note evidencing the same shall be registered on the Register only upon surrender for registration of assignment of this Qualified Non-U.S. Lender Note evidencing such Obligation(s), duly endorsed by (or accompanied by a written instrument of assignment duly executed by) the Qualified Non-U.S. Lender Noteholder hereof, and thereupon one or more new Qualified Non-U.S. Lender Note(s) in the same aggregate principal amount shall be issued to the designated Assignee(s) and the old Qualified Non-U.S. Lender Note shall be returned to the Borrower marked "cancelled". No assignment of this Qualified Non-U.S. Lender Note and the Obligation(s) evidenced hereby shall be effective unless such assignment shall have been recorded in the Register as provided herein and in subsection 11.7(d) of the Credit Agreement. This Qualified Non-U.S. Lender Note may not be exchanged for promissory notes that are not Qualified Non-U.S. Lender Notes. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser 40 3 or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SYBRON INTERNATIONAL CORPORATION By _____________________________ Title: KERR CORPORATION By _____________________________ Title: NALGE COMPANY By _____________________________ Title: 41 SCHEDULE OF CAF ADVANCES _________________, Lender Sybron International Corporation, Revolving Credit Borrower Credit Agreement dated as of July 31, 1995
Borrowing CAF Advance Date of CAF Amount of CAF Interest Payment CAF Advance Advance Advance Interest Rate Dates Maturity Date Payment Date Authorization
-4- 42 SCHEDULE OF CAF ADVANCES _________________, Lender Kerr Corporation, Revolving Credit Borrower Credit Agreement dated as of July 31, 1995
Borrowing CAF Advance Date of CAF Amount of CAF Interest Payments CAF Advance Advacne Advance Interest Rate Dates Maturity Date Payment Date Authorization
-5- 43 SCHEDULE OF CAF ADVANCES _________________, Lender Nalge Company, Revolving Credit Borrower Credit Agreement dated as of July 31, 1995
CAF Advance Borrowing Amount of CAF Interest Payment CAF Advance Date of CAF Advance Advance Interest Rate Dates Maturity Date Payment Date Authorization
-6- EX-4.2 3 FORM OF REVOLVING CREDIT NOTE 1 EXHIBIT 4.2 FORM OF REVOLVING CREDIT NOTE $_________ New York, New York July 9, 1996 FOR VALUE RECEIVED, each of the undersigned, Sybron International Corporation ("Parent"), a Wisconsin corporation, Kerr Corporation ("Kerr"), a Delaware Corporation, and Nalge Company ("Nalge"), a Delaware Company (each, a "Revolving Credit Borrower"), severally, hereby unconditionally promises to pay to the order of __________________(the "Lender") at the office of Chemical Bank, located at 270 Park Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, on the Termination Date the lesser of (a) the principal amount of DOLLARS ($_______), and (b) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to such Revolving Credit Borrower pursuant to subsection 2.1 of the Credit Agreement, as hereinafter defined. Each Revolving Credit Borrower, severally, further agrees to pay interest in like money at such office on the unpaid principal amount of Revolving Credit Loans of such Revolving Credit Borrower from time to time outstanding at the rates and on the dates specified in subsection 2.14 of such Credit Agreement. The holder of this Note is authorized to endorse on the appropriate schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made by such holder to each Revolving Credit Borrower pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period and the Eurodollar Rate with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Revolving Credit Borrower in respect of such Revolving Credit Loan. This Note (a) is one of the Revolving Credit Notes referred to in the Credit Agreement, dated as of July 31, 1995 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Parent, Kerr, Nalge, Ormco Corporation, a Delaware corporation, Erie Scientific Company, a Delaware corporation, Barnstead Thermolyne Corporation, a Delaware corporation, the Lender, the other banks and financial institutions from time to time parties thereto, Chemical Securities Inc., as arranger, and Chemical Bank, as 2 2 administrative agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind, except as otherwise provided in any of the Loan Documents. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SYBRON INTERNATIONAL CORPORATION By:__________________________ Name:________________________ Title: KERR CORPORATION By:____________________________ Name:__________________________ Title:_________________________ 3 3 NALGE COMPANY By:__________________________ Name:_________________________ Title:________________________ 4 4 Schedule A-1 to Revolving Credit Note PARENT LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Amount Amount of ABR Loans Unpaid Principal Converted to Amount of Principal Converted to Balance of ABR Date Amount of ABR Loans ABR Loans of ABR Loans Repaid Eurodollar Loans Loans Notation Made By
5 5
Schedule A-2 to Revolving Credit Note KERR LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS Amount Amount of ABR Loans Unpaid Principal Converted to Amount of Principal Converted to Balance of ABR Date Amount of ABR Loans ABR Loans of ABR Loans Repaid Eurodollar Loans Loans Notation Made By
6 Schedule A-3 to Revolving Credit Note NALGE LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS
Amount Amount of ABR Loans Unpaid Principal Converted to Amount of Principal Converted to Balance of ABR Date Amount of ABR Loans ABR Loans of ABR Loans Repaid Eurodollar Loans Loans Notation Made By
7 Schedule B-1 to Revolving Credit Note PARENT LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS
Interest Period and Amount of Eurodollar Rate Amount of Principal Eurodollar Loans Unpaid Principal Amount of Amount Converted to with Respect of Eurodollar Loans Converted to ABR Balance of Notation Date Eurodollar Loans Eurodollar Loans Thereto Repaid Loans Eurodollar Loans Made By
8 Schedule B-2 to Revolving Credit Note KERR LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS
Interest Period and Amount of Eurodollar Rate Amount of Principal Eurodollar Loans Unpaid Principal Amount of Amount Converted to with Respect of Eurodollar Loans Converted to ABR Balance of Notation Date Eurodollar Loans Eurodollar Loans Thereto Repaid Loans Eurodollar Loans Made By
9 Schedule B-3 to Revolving Credit Note NALGE LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS
Interest Period and Amount of Eurodollar Rate Amount of Principal Eurodollar Loans Unpaid Principal Amount of Amount Converted to with Respect of Eurodollar Loans Converted to ABR Balance of Notation Date Eurodollar Loans Eurodollar Loans Thereto Repaid Loans Eurodollar Loans Made By
EX-4.3 4 FORM OF CAF ADVANCE NOTE 1 EXHIBIT 4.3 FORM OF CAF ADVANCE NOTE New York, New York $300,000,000 July __, 1996 FOR VALUE RECEIVED, each of the undersigned, Sybron International Corporation ("Parent"), a Wisconsin corporation, Kerr Corporation ("Kerr"), a Delaware Corporation, and Nalge Company ("Nalge"), a Delaware Company (each, a "Revolving Credit Borrower"), severally, hereby unconditionally promises to pay to the order of (the "Lender") at the office of Chemical Bank located at 270 Park Avenue, New York, New York 10017, in lawful money of the United States of America and in immediately available funds, the principal amount of (a) THREE HUNDRED MILLION DOLLARS ($300,000,000), or, if less, (b) the aggregate unpaid principal amount of each CAF Advance which is made by the Lender to such Revolving Credit Borrower pursuant to subsection 2.4 of the Credit Agreement, as hereinafter defined. The principal amount of each CAF Advance evidenced hereby shall be payable on the CAF Advance Maturity Date therefor set forth on the schedule attached hereto and made a part hereof or on a continuation of such schedule which shall be attached hereto and made a part hereof (the "Grid"). Each Revolving Credit Borrower, severally, further agrees to pay interest in like money at such office on the unpaid principal amount of each CAF Advance made to such Revolving Credit Lender, at the rate per annum set forth in respect of such CAF Advance on the Grid, calculated on the basis of a year of 360 days and actual days elapsed from the Borrowing Date of such CAF Advance until the due date thereof (whether at the stated maturity, by acceleration or otherwise) and thereafter at the rates determined in accordance with subsection 2.6(c) of the Credit Agreement. Interest on each CAF Advance evidenced hereby shall be payable on the date or dates set forth in respect of such CAF Advance on the Grid. CAF Advances evidenced by this Note may not be prepaid. The holder of this Note is authorized to endorse on the Grid the Borrowing Date, amount, Interest rate, Interest Payment Dates and CAF Advance Maturity Date in respect of each CAF Advance made pursuant to subsection 2.4 of the Credit Agreement and each payment of principal with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such CAF Advance. This Note is one of the CAF Advance Notes referred to in the Amended and Restated Credit Agreement dated as of July 31, 1995 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Parent, the Subsidiary Borrowers, the Lender, the other banks and financial institutions from time to time parties thereto, Chemical Securities Inc., as Arranger, and Chemical Bank, as Administrative Agent, and is subject to the provisions of the Credit Agreement. 2 2 Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SYBRON INTERNATIONAL CORPORATION By___________________________________ Title: KERR CORPORATION By___________________________________ Title: NALGE COMPANY By___________________________________ Title: 3 SCHEDULE OF CAF ADVANCES _________________, Lender Sybron International Corporation, Revolving Credit Borrower Credit Agreement dated as of July 31, 1995
CAF Advance Borrowing Amount of CAF Interest Payment CAF Advance Date of CAF Advance Advance Interest Rate Dates Maturity Date Payment Date Authorization
4 SCHEDULE OF CAF ADVANCES _________________, Lender Kerr Corporation, Revolving Credit Borrower Credit Agreement dated as of July 31, 1995
CAF Advance Borrowing Amount of CAF Interest Payment CAF Advance Date of CAF Advance Advance Interest Rate Dates Maturity Date Payment Date Authorization
5 SCHEDULE OF CAF ADVANCES _________________, Lender Nalge Company, Revolving Credit Borrower Credit Agreement dated as of July 31, 1995
EX-4.4 5 PARENT PLEDGE AGREEMENT 1 EXHIBIT 4.4 AMENDED AND RESTATED PARENT PLEDGE AGREEMENT AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of July 9, 1996, made by Sybron International Corporation, a Wisconsin corporation (the "Parent"), in favor of Chemical Bank, as Administrative Agent (in such capacity, the "Administrative Agent"), for the banks and other financial institutions (the "Lenders") from time to time parties to the Credit Agreement, dated as of July 31, 1995 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Parent, Ormco Corporation, a Delaware corporation ("Ormco"), Kerr Corporation, a Delaware corporation ("Kerr"), Nalge Company, a Delaware corporation ("Nalge"), Erie Scientific Company, a Delaware corporation ("Erie"), Barnstead Thermolyne Corporation, a Delaware corporation ("Barnstead"; Ormco, Kerr, Nalge, Erie and Barnstead are collectively referred to herein as the "Subsidiary Borrowers"), the Lenders, the Administrative Agent and Chemical Securities Inc. (currently known as Chase Securities Inc.), as Arranger. W I T N E S S E T H : WHEREAS, the Parent (formerly known as Sybron Corporation), the Subsidiary Borrowers, the banks parties thereto and Chemical Bank, as agent for such banks, are parties to that certain Credit Agreement, dated as of July 1, 1993 (as amended, supplemented or otherwise modified, the "Prior Credit Agreement") providing for certain Loans (as defined therein) and other extensions of credit described therein; WHEREAS, the Parent and the Subsidiary Borrowers have requested the Lenders to provide credit facilities pursuant to which Loans will be made to, and Letters of Credit will be issued for the account of, the Parent and certain Subsidiary Borrowers; WHEREAS, the Parent and the Subsidiary Borrowers will use the proceeds of the Loans in part (i) to refinance all outstanding indebtedness of the Parent and the Subsidiary Borrowers under the Prior Credit Agreement, (ii) to finance the acquisition (the "Nunc Acquisition") of all of the Capital Stock of Nunc Inc., a Delaware corporation, Nunc GmbH, a German company, and Nunc AS, a Danish company (collectively, "Nunc") and (iii) to finance the working capital and general corporate needs, including acquisitions, of the Parent and the Subsidiary Borrowers; and 2 2 WHEREAS, the Lenders are willing to make the Loans and issue and/or participate in the Letters of Credit (as hereinafter defined) on the terms and conditions set forth in the Credit Agreement; WHEREAS, the Parent is the legal and beneficial owner of the shares of Pledged Stock (as hereinafter defined); WHEREAS, the Parent is the legal and beneficial owner of each of the Pledged Notes (as hereinafter defined); and WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Parent and the Subsidiary Borrowers under the Credit Agreement that the Parent shall have executed and delivered this Pledge Agreement to the Administrative Agent for the ratable benefit of the Lenders; NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Parent and Subsidiary Borrowers under the Credit Agreement, the Parent hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders, as follows: 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (b) The following terms shall have the following meanings: "Agreement": this Amended and Restated Pledge Agreement, as the same may be amended, modified or otherwise supplemented from time to time. "Code": the Uniform Commercial Code from time to time in effect in the State of New York. "Collateral": the Pledged Stock, the Pledged Notes and all Proceeds. "Issuers": the collective reference to the companies identified on Schedule 1 hereto as the issuers of the Pledged Stock. "Obligations": (a) the unpaid principal amount of, and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent, whether or not a claim for post-filing or post-petition interest is allowed in such 3 3 proceeding) the Notes and all other obligations and liabilities of the Parent to the Administrative Agent or to the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement (including, without limitation, all obligations and liabilities of the Parent under Section 9 of the Credit Agreement), the Notes, the other Loan Documents and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Parent pursuant to the terms of the Credit Agreement) or otherwise and (b) all obligations of the Parent to any Lender or an Affiliate of any Lender under or in connection with any Interest Rate Agreement or foreign exchange contract. "Obligors": the collective reference to the companies identified on Schedule 2 hereto, as such Schedule may be amended from time to time. "Pledged Notes": the promissory note or notes of the Obligors identified on Schedule 2, together with all substitutes, replacements or refinancings thereto that may be issued by any Obligor to the Parent while this Agreement is in effect. "Pledged Stock": the shares of capital stock listed on Schedule 1 hereto, together with all stock certificates, options or rights of any nature whatsoever that may be issued or granted by any Issuer to the Parent in respect of the Pledged Stock while this Agreement is in effect. "Proceeds": all "proceeds" as such term is defined in Section 9-306(1) of the Uniform Commercial Code in effect in the State of New York on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock and the Pledged Notes, collections thereon or distributions with respect thereto. "Securities Act": the Securities Act of 1933, as amended. (c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and paragraph references are to this Agreement unless otherwise specified. 4 4 (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 2. Pledge; Grant of Security Interest. The Parent hereby delivers to the Administrative Agent, for the ratable benefit of the Lenders, all the Pledged Stock and the Pledged Notes and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first security interest in the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. 3. Stock Powers and Allonges. (a) Concurrently with the delivery to the Administrative Agent of each certificate representing one or more shares of Pledged Stock to the Administrative Agent, the Parent shall deliver an undated stock power covering such certificate, duly executed in blank by the Parent with, if the Administrative Agent so requests, signature guaranteed. (b) Concurrently with the delivery to the Administrative Agent of each note representing one of the Pledged Notes, the Parent shall deliver executed allonges endorsing such notes to "Bearer" with, if the Administrative Agent so requests, signature guaranteed. 4. Representations and Warranties. The Parent represents and warrants that: (a) except as set forth on Schedule 1, the shares of Pledged Stock constitute all the issued and outstanding shares of all classes of the capital stock of each Issuer; (b) the Pledged Notes listed on Schedule 2, as such Schedule may be amended from time to time in accordance with the terms hereof, constitute all of the issued and outstanding promissory notes payable by the Subsidiaries of the Parent to the Parent; (c) all the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable; and each of the Pledged Notes has been duly and validly issued and is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (d) the Parent is the record and beneficial owner of, and has good and marketable title to, the Pledged Stock and 5 5 the Pledged Notes, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement; (e) upon delivery to the Administrative Agent of the stock certificates evidencing the Pledged Stock and upon delivery to the Administrative Agent of the Pledged Notes, the security interest created by this Agreement will constitute a valid, perfected first priority security interest in the Collateral, enforceable in accordance with its terms against all creditors of the Parent and any Persons purporting to purchase any Collateral from the Parent, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (f) on the Closing Date, all of the stock owned by the Parent or any of its Subsidiaries in any of their respective Subsidiaries will be pledged pursuant to one of the Pledge Agreements, other than 35% of the stock of any Controlled Foreign Corporation (or other than all of the stock of any Controlled Foreign Corporation which is owned directly by another Controlled Foreign Corporation) or other than the stock of an inactive corporation or a corporation in the process of liquidation; (g) the Parent has obtained from each Issuer and has delivered to the Administrative Agent an Acknowledgement and Consent, substantially in the form attached hereto as Annex A, executed by each such Issuer; and (h) no consent or authorization of, filing with or other act by or in respect of any Person is required in connection with the execution, delivery, performance, validity or enforceability of the Pledged Notes, and the Parent has fully performed all its obligations under the Pledged Notes. 5. Covenants. The Parent covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations are paid in full and the Commitments are terminated: (a) If the Parent shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion 6 6 of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Parent shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Parent to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Parent and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock or the Pledged Notes upon the liquidation or dissolution of any Issuer or any Obligor, as the case may be, shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital or payment of principal shall be made on or in respect of the Pledged Stock or the Pledged Notes or any property shall be distributed upon or with respect to the Pledged Stock or the Pledged Notes pursuant to the recapitalization or reclassification of the capital of any Issuer or any Obligor, as the case may be, or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock or the Pledged Notes shall be received by the Parent, the Parent shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Lenders, segregated from other funds of the Parent, as additional collateral security for the Obligations. Notwithstanding the foregoing, in no event shall more than 65% of the issued and outstanding shares of stock, or any property distributed in respect thereof, of any Issuer which is a Controlled Foreign Corporation constitute collateral security for the Obligations of the Parent. (b) Without the prior written consent of the Administrative Agent, the Parent will not vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the security interests created by this Agreement and Liens permitted by the Credit Agreement. The Parent will defend the right, 7 7 title and interest of the Administrative Agent and the Lenders in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Parent, the Parent will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. (d) The Parent shall pay, and save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (e) The Parent will not (i) amend, modify, terminate or waive any provision of any Pledged Note in any manner materially adverse to the interests of the Administrative Agent or the Lenders, (ii) fail to exercise promptly and diligently each and every material right which it may have under any Pledged Note where such failure could reasonably be expected to have an adverse affect on the interests of the Administrative Agent or the Lenders or (iii) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any Pledged Note. (f) Without the prior written consent of the Administrative Agent, the Parent will not grant any extension (other than, so long as no Default or Event of Default shall exist, extensions granted in accordance with prudent business judgment) of the time of payment of any Pledged Note, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon. (g) The Parent shall deliver to the Administrative Agent, in the exact form received, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations any additional promissory notes made by any Obligor for the 8 8 benefit of the Parent or other securities, options or rights received by it in substitution or exchange for, or as a conversion of, or in addition to, any of the Pledged Notes, or otherwise in respect thereof, together with an undated endorsement or power, as the case may be, duly executed to the order of "Bearer" or in blank, as the case may be, by the Parent and with, if the Administrative Agent reasonably requests, signature guaranteed. 6. Cash Dividends; Voting Rights; Interest and Principal Payments. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the Parent of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section below, the Parent shall be permitted to receive all cash dividends paid in the normal course of business and consistent with past practice, to the extent permitted in the Credit Agreement, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, the Notes, this Agreement or any other Loan Document. (b) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the Parent of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 7 hereof, the Parent shall be permitted to receive and retain all scheduled interest and principal payments on account of the Pledged Notes. 7. Rights of the Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Parent, the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and any and all interest, principal or other payments paid in respect of the Pledged Notes and make application thereof to the Obligations in such order as the Administrative Agent may determine, all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any Issuer or otherwise and any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or 9 9 upon the exercise by the Parent or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to the Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Parent to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) Anything herein to the contrary notwithstanding, the Parent shall remain liable under the Pledged Notes to observe and perform all the conditions and obligations to be observed and performed by it thereunder all in accordance with the terms and provisions of the Pledged Notes. Neither the Administrative Agent nor the Lenders shall have any obligation or liability under any Pledged Note by reason of or arising out of this Agreement or the receipt by the Administrative Agent or the Lenders of any payment relating to such Pledged Note pursuant hereto (other than to account for monies actually received by it), nor shall the Administrative Agent or any of the Lenders be obligated in any manner to perform any of the obligations of the Parent under or pursuant to any Pledged Note, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Pledged Note, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (c) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against any Issuer or any Obligor or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Parent or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. 10 10 8. Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Parent, any Issuer, any Obligor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Parent, which right or equity is hereby waived or released. The Administrative Agent shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Administrative Agent, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the Code, need the Administrative Agent account for the surplus, if any, to the Parent. To the extent permitted by applicable law, the Parent waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder, except such claims and damages arising out of the gross negligence or willful misconduct of the Administrative Agent or any such Lender. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Parent shall remain liable for any deficiency if the proceeds of any sale or 11 11 other disposition of Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency. 9. Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Parent will cause the Issuer thereof to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold and to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Parent agrees to cause such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. (b) The Parent recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Parent acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. 12 12 (c) The Parent further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section valid and binding and in compliance with any and all other applicable Requirements of Law. The Parent further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against the Parent, and the Parent hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 10. Irrevocable Authorization and Instruction to Issuer and Obligor. The Parent hereby authorizes and instructs each Issuer and Obligor to comply with any instruction received by it from the Administrative Agent in writing that (a) states that an Event of Default has occurred and (b) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Parent, and the Parent agrees that each Issuer and each Obligor shall be fully protected in so complying. 11. Administrative Agent's Appointment as Attorney-in-Fact. (a) The Parent hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Parent and in the name of the Parent or in the Administrative Agent's own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer. (b) The Parent hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in paragraph . All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the Obligations are paid in full and the Commitments are terminated. 12. Duty of Administrative Agent. The Administrative Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar securities and property for its own account. Neither the 13 13 Administrative Agent, any Lender nor any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Parent or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. 13. Execution of Financing Statements. Pursuant to Section 9-402 of the Code, the Parent authorizes the Administrative Agent to file financing statements with respect to the Collateral without the signature of the Parent in such form and in such filing offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. 14. Authority of Administrative Agent. The Parent acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Parent, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and neither the Parent, any Issuer nor any Obligor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 15. Notices. All notices, requests and demands to or upon the Administrative Agent, the Parent, any Issuer or any Obligor to be effective shall be in writing (or by telex, fax or similar electronic transfer confirmed in writing) and shall be deemed to have been duly given or made when delivered by hand or if given by mail, three days after being deposited in the mail, postage prepaid, or if by telex, fax or similar electronic transfer, when sent and receipt has been confirmed, addressed to the Administrative Agent or the Parent at its address or transmission number for notices provided in the Credit Agreement and to each Issuer and each Obligor at its address set forth in its Acknowledgment and Consent. The Parent, any Issuer and any Obligor may change their addresses and transmission numbers for notices by written notice to the Administrative Agent. 16. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or 14 14 unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 17. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Parent and the Administrative Agent, provided that any provision of this Agreement may be waived by the Administrative Agent and the Lenders in a letter or agreement executed by the Administrative Agent or by telex or facsimile transmission from the Administrative Agent. (b) Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to paragraph hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. (c) The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 18. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 19. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the Parent and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns. 20. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 15 15 IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. SYBRON INTERNATIONAL CORPORATION By: ------------------------------ Title: -------------------------- 16 SCHEDULE 1 TO PARENT PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK
Class Stock No. of Total No. of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ------ ----- ----------- ------- ----------- SAC/Thermo-Barn, Inc. Common 001 2,000 4,000 002 2,000 SAC/Erie, Inc. Common 001 1,000 2,000 002 1,000 Malge Nunc Common 003 2,000 2,000 International Corporation Sybron Dental Common 003 2,000 4,000 Specialties, Inc. 004 2,000 Sybron Transition Common 001 100 100 Corp. Mexoserv Company Common 003 100 100
17 SCHEDULE 2 TO PARENT PLEDGE AGREEMENT PLEDGED NOTES
Original Date of Principal Obligor Note Amount - ------- ------- --------- $________
18 ANNEX A ACKNOWLEDGEMENT AND CONSENT Each of the undersigned is an Issuer referred to in the foregoing Amended and Restated Parent Pledge Agreement and each of the undersigned hereby acknowledges receipt of a copy of the Amended and Restated Parent Pledge Agreement, dated July 9, 1996, made by Sybron International Corporation for the benefit of Chemical Bank, as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"). The undersigned agrees for the benefit of the Administrative Agent and the Lenders as follows: The undersigned will be bound by the terms of the Pledge Agreement and will comply with such terms insofar as such terms are applicable to the undersigned. The undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in paragraph of the Pledge Agreement. The terms of paragraph of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section of the Pledge Agreement. SAC/THERMO-BARN, INC. SAC/ERIE, INC. NALGE NUNC INTERNATIONAL CORPORATION SYBRON DENTAL SPECIALTIES, INC. SYBRON TRANSITION CORP. MEXOSERV COMPANY ------------------------------------- By: Address for Notices: c/o Sybron International Corporation 411 East Wisconsin Avenue, 24th Floor Milwaukee, Wisconsin 53202 Fax: (414) 274-6561 EX-4.5 6 AMENDED AND RESTATED SUB. 1 EXHIBIT 4.5 AMENDED AND RESTATED SUBSIDIARIES GUARANTEE AMENDED AND RESTATED GUARANTEE, dated as of July 9, 1996, made by each of the corporations that are signatories hereto (the "Guarantors"), in favor of CHEMICAL BANK, as administrative agent (in such capacity, the "Administrative Agent"), for the banks and other financial institutions (the "Lenders") from time to time parties to the Credit Agreement, dated as of July 31, 1995 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sybron Corporation, a Wisconsin corporation (the "Parent"), Ormco International Corporation, a Delaware corporation ("Ormco"), Kerr Corporation, a Delaware corporation ("Kerr"), Nalge Company, a Delaware corporation ("Nalge"), Erie Scientific Company, a Delaware corporation ("Erie"), Barnstead Thermolyne Corporation, a Delaware corporation ("Barnstead"; Ormco, Kerr, Nalge, Erie and Barnstead are collectively referred to herein as the "Subsidiary Borrowers"; and the Parent and the Subsidiary Borrowers are collectively referred to herein as the "Borrowers"), the Lenders, the Administrative Agent and Chemical Securities Inc. (currently known as Chase Securities Inc.), as Arranger. W I T N E S S E T H : WHEREAS, the Parent (formerly known as Sybron Corporation), the Subsidiary Borrowers, the banks parties thereto and Chemical Bank, as agent for such banks, are parties to that certain Credit Agreement, dated as of July 1, 1993 (as amended, supplemented or otherwise modified, the "Prior Credit Agreement") providing for certain Loans (as defined therein) and other extensions of credit described therein; WHEREAS, the Parent and the Subsidiary Borrowers have requested the Lenders to provide credit facilities pursuant to which Loans will be made to, and Letters of Credit will be issued for the account of, the Parent and certain Subsidiary Borrowers; WHEREAS, the Parent and the Subsidiary Borrowers will use the proceeds of the Loans in part (i) to refinance all outstanding indebtedness of the Parent and the Subsidiary Borrowers under the Prior Credit Agreement, (ii) to finance the acquisition (the "Nunc Acquisition") of all of the Capital Stock of Nunc Inc., a Delaware corporation, Nunc GmbH, a German company, and Nunc AS, a Danish company (collectively, "Nunc") and (iii) to finance the working capital and general corporate needs, including acquisitions, of the Parent and the Subsidiary Borrowers; and 2 2 WHEREAS, the Lenders are willing to make the Loans and issue and/or participate in the Letters of Credit (as hereinafter defined) on the terms and conditions set forth in the Credit Agreement; WHEREAS, the Parent owns directly or indirectly all of the issued and outstanding stock of each Guarantor; WHEREAS, the Parent, the Subsidiary Borrowers and the Guarantors are members of the same consolidated group of companies and engaged in related businesses, and each Guarantor will derive substantial direct and indirect benefit from the making of the Loans and the Letters of Credit; and WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Parent and the Subsidiary Borrowers under the Credit Agreement that the Guarantors shall have executed and delivered this Guarantee to the Administrative Agent for the ratable benefit of the Lenders; NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Parent and the Subsidiary Borrowers under the Credit Agreement, the Guarantors hereby agree with the Administrative Agent, for the ratable benefit of the Lenders, as follows: 1. Defined Terms. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. (b) As used herein "Obligations" means (i) the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent or any of the Subsidiary Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Notes and all other obligations and liabilities of the Loan Parties to the Administrative Agent or to the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, the Notes, any other Loan Document and any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders) or otherwise and (ii) all obligations of any of the Borrowers to any Lender or any Affiliate of any Lender under 3 3 or in connection with any Interest Rate Agreement or foreign exchange contract. (c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and Section and paragraph references are to this Guarantee unless otherwise specified. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 2. Guarantee. Subject to the provisions of paragraph , each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (other than any obligations owing directly by such Guarantor as a Subsidiary Borrower). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor further agrees to pay any and all expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Administrative Agent or any Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto the Borrowers may be free from any Obligations. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder. (e) No payment or payments made by any of the Borrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action 4 4 or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full and the Commitments are terminated. (f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose. 3. Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be subject to the terms and conditions of Section hereof. The provisions of this Section shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder. 4. Right of Set-off. Upon the occurrence of any Event of Default, each Guarantor hereby irrevocably authorizes each Lender at any time and from time to time without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as such Lender may elect, against and on account of the obligations and liabilities of such Guarantor to such Lender hereunder and claims of every nature and description of such Lender against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any Note, any Loan Document or otherwise, as such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such Guarantor promptly of any such set-off and the application made by the Administrative Agent or such Lender, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights 5 5 of the Administrative Agent and each Lender under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have. 5. No Subrogation. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or application of funds of any of the Guarantors by any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by any Lender for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrowers on account of the Obligations are paid in full and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. 6. Amendments, etc. with respect to the Obligations; Waiver of Rights. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by such party and any of the Obligations continued, and the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement, the Notes and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Majority Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or 6 6 for this Guarantee or any property subject thereto. When making any demand hereunder against any of the Guarantors, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on any Borrower or any other Guarantor or guarantor, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from any such Borrower or any such other Guarantor or guarantor or any release of any such Borrower or such other Guarantor or guarantor shall not relieve any of the Guarantors in respect of which a demand or collection is not made or any of the Guarantors not so released of their several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Administrative Agent or any Lender against any of the Guarantors. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings. 7. Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between any of the Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrowers or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any 7 7 failure by the Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations. 8. Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 9. Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in U.S. Dollars at the office of the Administrative Agent located at 270 Park Avenue, New York, New York 10017. 10 . Representations and Warranties. Each Guarantor hereby represents and warrants that: (a) it is a corporation duly organized, validly existing and in good standing (or similar concept under applicable law) under the laws of the jurisdiction of its incorporation and has the corporate power and authority and the legal right to own and operate its property, to lease the property it operates and to conduct the business in which it is currently engaged; (b) it has the corporate power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guarantee, and has taken all 8 8 necessary corporate action to authorize its execution, delivery and performance of this Guarantee; (c) this Guarantee constitutes a legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (d) the execution, delivery and performance of this Guarantee will not violate any provision of any Requirement of Law or Contractual Obligation of such Guarantor and will not result in or require the creation or imposition of any Lien on any of the properties or revenues of such Guarantor pursuant to any Requirement of Law or Contractual Obligation of the Guarantor; (e) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder or creditor of such Guarantor) is required in connection with the execution, delivery, performance, validity or enforceability of this Guarantee; (f) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Guarantor, threatened by or against such Guarantor or against any of its properties or revenues with respect to this Guarantee or any of the transactions contemplated hereby or which could reasonably be expected to have a Material Adverse Effect; and (g) it has good record and marketable title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property, and none of such property is subject to any Lien of any nature whatsoever except as permitted by subsection 7.3 of the Credit Agreement. Each Guarantor agrees that the foregoing representations and warranties shall be deemed to have been made by such Guarantor on the date of each borrowing by any Borrower under the Credit Agreement on and as of the relevant Borrowing Date as though made hereunder on and as of such date. 11. Authority of Administrative Agent. Each Guarantor acknowledges that the rights and responsibilities of the Administrative Agent under this Guarantee with respect to any 9 9 action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Guarantee shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and such Guarantor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 12. Notices. All notices, requests and demands to or upon the Administrative Agent, any Lender or any Guarantor to be effective shall be in writing (or by telex, fax or similar electronic transfer confirmed in writing) and shall be deemed to have been duly given or made when delivered by hand or if given by mail, three days after deposited in the mails, postage prepaid, or if by telex, fax or similar electronic transfer, when sent and receipt has been confirmed, addressed as follows: (a) if to the Administrative Agent or any Lender, at its address or transmission number for notices provided in or referred to in subsection 11.2 of the Credit Agreement; and (b) if to any Guarantor, at its address or transmission number for notices set forth under its name below. The Administrative Agent, each Lender and each Guarantor may change its address and transmission numbers for notices by notice in the manner provided in this Section. 13. Counterparts. This Guarantee may be executed by one or more of the Guarantors on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the counterparts of this Guarantee signed by all the Guarantors shall be lodged with the Administrative Agent. 14. Severability. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 15. Integration. This Guarantee represents the agreement of each Guarantor with respect to the subject matter hereof and there are no promises or representations by the 10 10 Administrative Agent or any Lender relative to the subject matter hereof not reflected herein. 16. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Guarantor and the Administrative Agent, provided that any provision of this Guarantee may be waived by the Administrative Agent and the Lenders in a letter or agreement executed by the Administrative Agent or by telex or facsimile transmission from the Administrative Agent. (b) Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to paragraph hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. (c) The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 17. Section Headings. The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 18. Successors and Assigns. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns. 19. Governing Law. This Guarantee shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 20. Submission To Jurisdiction. Each of the Guarantors hereby irrevocable and unconditionally: (a) submits for itself and its property in any legal action or proceeding relating to this Guarantee and the other Loan Documents to which it is a party, or for 11 11 recognition and enforcement of any judgement in respect thereof, to the non-exclusive general jurisdiction of the Courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to pleas or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address set forth under its signature below or at such other address of which the Administrative Agent shall have been notified pursuant to the terms of Section 12 hereof; (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this subsection any special, exemplary, punitive or consequential damages. 21. Acknowledgements. Each Guarantor hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to such Guarantor arising out of or in connection with this Guarantee or any of the other Loan Documents, and the relationship between the Administrative Agent and the Lenders, on one hand, and the Guarantors on the other hand, in connection herewith or therewith is solely that of creditor and debtor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Guarantors and the Lenders. 22. WAIVERS OF JURY TRIAL. THE GUARANTORS AND THE ADMINISTRATIVE AGENT AND THE LENDERS BY THEIR ACCEPTANCE HEREOF HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY 12 12 LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 13 13 IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written. SAC/THERMO-BARN, INC. BARNSTEAD THERMOLYNE CORPORATION BIOMOLECULAR, INC. SAC/ERIE, INC. ERIE SCIENTIFIC COMPANY ERIE SCIENTIFIC COMPANY OF PUERTO RICO EVER READY THERMOMETER CO., INC. OWL SCIENTIFIC, INC. RICHARD-ALLAN SCIENTIFIC COMPANY NEW ENGLAND REAGENT LABORATORY, INC. CASCO STANDARDS, INC. THE NAUGATUCK GLASS COMPANY METAVAC, INC. BEDFORD MIRROR, INC. NALGE NUNC INTERNATIONAL CORPORATION NALGE COMPANY NUNC INCORPORATED NALGE (EUROPE) INCORPORATED I-CHEM COMPANY SANI-TECH, INC. ACUTECH PLASTICS, INC. SYBRON DENTAL SPECIALTIES INC. SAC/ORMCO, INC. ORMCO CORPORATION ALLESEE ORTHODONTIC APPLIANCES, INC. ETM CORPORATION EXCELLENCE IN ENDODONTICS, INC. ANALYTIC TECHNOLOGY CORPORATION SAC/KERR, INC. KERR CORPORATION METREX RESEARCH CORPORATION DEMETRON RESEARCH CORP. BELLE DE ST. CLAIRE, INC. SAC/COMMONWEALTH, INC. SYBRON COMMONWEALTH HOLDINGS, INC. SYBRON TRANSITION CORP. MEXOSERV COMPANY -------------------------------------- By: Title: 14 14 Address for Notices: c/o Sybron International Corporation 411 East Wisconsin Avenue, 24th Floor Milwaukee, Wisconsin 53202 Fax: (414) 274-6561 EX-4.6 7 AMENDED AND RESTATED PLEDGE AGREEMENT 1 EXHIBIT 4.6 AMENDED AND RESTATED SUBSIDIARIES PLEDGE AGREEMENT AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of July 9, 1996, made by each of the undersigned corporations (each, a "Pledgor", and collectively, the "Pledgors") in favor of Chemical Bank, as Administrative Agent (in such capacity, the "Administrative Agent"), for the banks and other financial institutions (the "Lenders") from time to time parties to the Credit Agreement, dated as of July 31, 1995 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Sybron International Corporation, a Wisconsin corporation ("the Parent"), Ormco Corporation, a Delaware corporation ("Ormco"), Kerr Corporation, a Delaware corporation ("Kerr"), Nalge Company, a Delaware corporation ("Nalge"), Erie Scientific Company, a Delaware corporation ("Erie"), Barnstead Thermolyne Corporation, a Delaware corporation ("Barnstead"; Ormco, Kerr, Nalge, Erie and Barnstead are collectively referred to herein as the "Subsidiary Borrowers"), the Lenders, the Administrative Agent and Chemical Securities Inc. (currently known as Chase Securities Inc)., as Arranger. W I T N E S S E T H: WHEREAS, the Parent (formerly known as Sybron Corporation), the Subsidiary Borrowers, the banks parties thereto and Chemical Bank, as agent for such banks, are parties to that certain Credit Agreement, dated as of July 1, 1993 (as amended, supplemented or otherwise modified, the "Prior Credit Agreement") providing for certain Loans (as defined therein) and other extensions of credit described therein; WHEREAS, the Parent and the Subsidiary Borrowers have requested the Lenders to provide credit facilities pursuant to which Loans will be made to, and Letters of Credit will be issued for the account of, the Parent and certain Subsidiary Borrowers; WHEREAS, the Parent and the Subsidiary Borrowers will use the proceeds of the Loans in part (i) to refinance all outstanding indebtedness of the Parent and the Subsidiary Borrowers under the Prior Credit Agreement, (ii) to finance the acquisition (the "Nunc Acquisition") of all of the Capital Stock of Nunc Inc., a Delaware corporation, Nunc GmbH, a German company, and Nunc AS, a Danish company (collectively, "Nunc") and (iii) to finance the working capital and general corporate needs, including acquisitions, of the Parent and the Subsidiary Borrowers; and 2 2 hereinafter defined) on the terms and conditions set forth in the Credit Agreement; WHEREAS, each Pledgor is the legal and beneficial owner of the shares of Pledged Stock (as hereinafter defined) hereby pledged by such Pledgor; WHEREAS, each Pledgor is the legal and beneficial owner of each of the Pledged Notes (as hereinafter defined) hereby pledged by such Pledgor; and WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Parent and the Subsidiary Borrowers under the Credit Agreement that each Pledgor shall have executed and delivered this Pledge Agreement to the Administrative Agent for the ratable benefit of the Lenders; NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Parent and Subsidiary Borrowers under the Credit Agreement, each Pledgor hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders, as follows: 1. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement or the Subsidiaries Guarantee and used herein are so used as so defined. (b) The following terms shall have the following meanings: "Agreement": this Amended and Restated Pledge Agreement, as the same may be amended, modified or otherwise supplemented from time to time. "Code": the Uniform Commercial Code from time to time in effect in the State of New York. "Collateral": the Pledged Stock, the Pledged Notes and all Proceeds. "Issuers": the collective reference to the companies identified on Schedule 1 hereto as the issuers of the Pledged Stock. "Obligations" means (a) as to any Pledgor, all of its obligations and liabilities (i) under the Subsidiaries Guarantee, subject to the limitations on liability contained therein and (ii) to any Lender or an Affiliate of any Lender under or in connection with any Interest Rate Agreement or foreign exchange contract and (b) without duplication, as to any Pledgor 3 3 which is a Subsidiary Borrower, the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans made to such Pledgor and interest accruing on or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Pledgor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Notes of such Pledgor and all other obligations and liabilities of such Pledgor to the Administrative Agent or to the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, the Notes, any other Loan Document and any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders) or otherwise; where the context requires, "Obligations" refers to the Obligations (as defined herein) of each and every Pledgor. "Obligors": the collective reference to the companies identified on Schedule 2 hereto, as such Schedule may be amended from time to time. "Pledged Notes": the promissory note or notes of the Obligors identified on Schedule 2, together with all substitutes, replacements or refinancings thereto that may be issued or granted by any Obligor to any Pledgor while this Agreement is in effect. "Pledged Stock": the shares of capital stock or other equity interests listed on Schedule 1 hereto, together with all stock certificates, options or rights of any nature whatsoever that may be issued or granted by any Issuer to any Pledgor in respect of the Pledged Stock while this Agreement is in effect. "Proceeds": all "proceeds" as such term is defined in Section 9-306(1) of the Uniform Commercial Code in effect in the State of New York on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Stock and the Pledged Notes, collections thereon or distributions with respect thereto. "Securities Act": the Securities Act of 1933, as amended. (c) The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer 4 4 to this Agreement as a whole and not to any particular provision of this Agreement, and Section and paragraph references are to this Agreement unless otherwise specified. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 2. Pledge; Grant of Security Interest. Each Pledgor hereby delivers to the Administrative Agent, for the ratable benefit of the Lenders, all of the Pledged Stock (except such Pledged Stock which is not certificated) and the Pledged Notes listed with its name on Schedule 1 or Schedule 2 hereto, as the case may be, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first security interest in the Collateral granted by such Pledgor, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Pledgor. 3. Stock Powers and Allonges. (a) Concurrently with the delivery to the Administrative Agent of each certificate representing one or more shares of Pledged Stock to the Administrative Agent, the relevant Pledgor shall deliver an undated stock power covering such certificate, duly executed in blank by such Pledgor with, if the Administrative Agent so requests, signature guaranteed. (b) Concurrently with the delivery to the Administrative Agent of each note representing one of the Pledged Notes, the relevant Pledgor shall deliver executed allonges endorsing such notes to "Bearer" with, if the Administrative Agent so requests, signature guaranteed. 4. Representations and Warranties. Each Pledgor represents and warrants that: (a) except as set forth on Schedule 1 hereto, the shares of Pledged Stock of such Pledgor constitute all the issued and outstanding shares of all classes of the capital stock of the Issuers thereof; (b) the Pledged Notes of such Pledgor constitute all of the issued and outstanding promissory notes payable by the Parent and the direct and indirect Subsidiaries of the Parent (other than such Pledgor) to such Pledgor; (c) all the shares of such Pledged Stock have been duly and validly issued and are fully paid and nonassessable; and each of such Pledged Notes has been duly and validly issued and is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, 5 5 moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (d) such Pledgor is the record and beneficial owner of, and has good and marketable title to, such Pledged Stock and Pledged Notes, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement; (e) upon delivery to the Administrative Agent of the stock certificates evidencing such Pledged Stock (or in the case of certain Issuers organized under foreign jurisdictions, the deed or other document evidencing such Pledged Stock) and upon delivery to the Administrative Agent of such Pledged Notes, the security interest created by this Agreement will constitute a valid, perfected first priority security interest in the Collateral granted by such Pledgor, enforceable in accordance with its terms against all creditors of such Pledgor and any Persons purporting to purchase any Collateral from such Pledgor, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; (f) such Pledgor has obtained from each Issuer and has delivered to the Administrative Agent an Acknowledgement and Consent, substantially in the form attached hereto as Annex A, executed by each such Issuer; and (g) no consent or authorization of, filing with or other act by or in respect of any Person is required in connection with the execution, delivery, performance, validity or enforceability of such Pledged Notes, and such Pledgor has fully performed all its obligations under such Pledged Notes. 5. Covenants. Each Pledgor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations are paid in full and the Commitments are terminated: (a) If such Pledgor shall, as a result of its ownership of any Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion 6 6 of, or in exchange for any shares of any Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations of such Pledgor. Any sums paid to such Pledgor upon or in respect of any Pledged Stock or any Pledged Notes upon the liquidation or dissolution of any Issuer or any Obligor, as the case may be, shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations of such Pledgor, and in case any distribution of capital or payment of principal shall be made to such Pledgor on or in respect of any Pledged Stock or any Pledged Notes or any property shall be distributed upon or with respect to any Pledged Stock or any Pledged Notes pursuant to the recapitalization or reclassification of the capital of any Issuer or any Obligor, as the case may be, or pursuant to the reorganization thereof, the property so distributed to such Pledgor shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations of such Pledgor. If any sums of money or property so paid or distributed in respect of any Pledged Stock or any Pledged Notes shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Lenders, segregated from other funds of such Pledgor, as additional collateral security for the Obligations such Pledgor. Notwithstanding the foregoing, in no event shall more than 65% of the issued and outstanding shares of stock, or any property distributed in respect thereof, of any Issuer which is a Controlled Foreign Corporation constitute collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, no Pledgor shall vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the security interests 7 7 created by this Agreement and Liens permitted by the Credit Agreement. Each Pledgor will defend the right, title and interest of the Administrative Agent and the Lenders in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Administrative Agent to a Pledgor, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. (d) Each Pledgor shall pay, and save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral granted by such Pledgor or in connection with any of the transactions contemplated by this Agreement. (e) Each Pledgor will not (i) amend, modify, terminate or waive any provision of any Pledged Note in any manner materially adverse to the interests of the Administrative Agent or the Lenders, (ii) fail to exercise promptly and diligently each and every material right which it may have under any Pledged Note where such failure could reasonably be expected to have an adverse affect on the interests of the Administrative Agent or the Lenders or (iii) fail to deliver to the Administrative Agent a copy of each material demand, notice or document received by it relating in any way to any Pledged Note. (f) Without the prior written consent of the Administrative Agent, no Pledgor will grant any extension (other than, so long as no Default or Event of Default shall exist, extensions granted in accordance with prudent business judgment) of the time of payment of any Pledged Note, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever thereon. 8 8 (g) Each Pledgor shall deliver to the Administrative Agent, in the exact form received, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations of such Pledgor any additional promissory notes made by any Obligor for the benefit of such Pledgor or other securities, options or rights received by it in substitution or exchange for, or as a conversion of, or in addition to, any of the Pledged Notes, or otherwise in respect thereof, together with an undated endorsement or power, as the case may be, duly executed to the order of "Bearer" or in blank, as the case may be, by such Pledgor and with, if the Administrative Agent reasonably requests, signature guaranteed. 6. Cash Dividends; Voting Rights; Interest and Principal Payments. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to a Pledgor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section below, such Pledgor shall be permitted to receive all cash dividends paid in the normal course of business and consistent with past practice, to the extent permitted in the Credit Agreement, in respect of the Pledged Stock of such Pledgor and to exercise all voting and corporate rights with respect to such Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, the Notes, this Agreement or any other Loan Document. (b) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to a Pledgor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 7 hereof, such Pledgor shall be permitted to receive and retain all scheduled interest and principal payments on account of the Pledged Notes of such Pledgor. 7. Rights of the Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgor, the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, and all shares of such Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise all voting, corporate and other rights pertaining to such Pledged Stock at any meeting of shareholders of any Issuer or otherwise and any and all rights of 9 9 conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by such Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of such Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to such Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) Anything herein to the contrary notwithstanding, each Pledgor shall remain liable under the Pledged Notes of such Pledgor to observe and perform all the conditions and obligations to be observed and performed by it thereunder all in accordance with the terms and provisions of such Pledged Notes. Neither the Administrative Agent nor the Lenders shall have any obligation or liability under any Pledged Note by reason of or arising out of this Agreement or the receipt by the Administrative Agent or the Lenders of any payment relating to such Pledged Note pursuant hereto (other than to account for monies actually received by it), nor shall the Administrative Agent or any of the Lenders be obligated in any manner to perform any of the obligations of any Pledgor under or pursuant to any Pledged Note, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Pledged Note, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (c) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against any Issuer or any Obligor or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor 10 10 shall the Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of a Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. 8. Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Pledgor, any Issuer, any Obligor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Pledgor, which right or equity is hereby waived or released. The Administrative Agent shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Administrative Agent, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the Code, need the Administrative Agent account for the surplus, if any, to any Pledgor. To the extent permitted by applicable law, each Pledgor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder, except such claims and damages arising out of the gross negligence or willful misconduct of the Administrative 11 11 Agent or any such Lender. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of Collateral are insufficient to pay the Obligations of such Pledgor and the fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency. 9. Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock of any Pledgor pursuant to paragraph 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, such Pledgor will cause the Issuer thereof to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Pledged Stock, or that portion thereof to be sold and to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Such Pledgor agrees to cause such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. (b) Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Such Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the 12 12 period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (c) Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section valid and binding and in compliance with any and all other applicable Requirements of Law. Such Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 10. Irrevocable Authorization and Instruction to Issuer and Obligor. Each Pledgor hereby authorizes and instructs each Issuer of its Pledged Stock and each Obligor of its Pledged Notes to comply with any instruction received by it from the Administrative Agent in writing that (a) states that an Event of Default has occurred and (b) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Pledgor, and such Pledgor agrees that each such Issuer and each such Obligor shall be fully protected in so complying. 11. Administrative Agent's Appointment as Attorney-in-Fact. (a) Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent of the Administrative Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Pledgor and in the name of such Pledgor or in the Administrative Agent's own name, from time to time in the Administrative Agent's discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, including, without limitation, any financing statements, endorsements, assignments or other instruments of transfer. (b) Each Pledgor hereby ratifies all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in paragraph. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the Obligations are paid in full and the Commitments are terminated. 13 13 12. Duty of Administrative Agent. The Administrative Agent's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar securities and property for its own account. Neither the Administrative Agent, any Lender nor any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. 13. Execution of Financing Statements. Pursuant to Section 9-402 of the Code, each Pledgor authorizes the Administrative Agent to file financing statements with respect to the Collateral without the signature of such Pledgor in such form and in such filing offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. 14. Authority of Administrative Agent. Each Pledgor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and a Pledgor, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and neither any Pledgor, any Issuer nor any Obligor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 15. Notices. All notices, requests and demands to or upon the Administrative Agent, any Pledgor, any Issuer or any Obligor to be effective shall be in writing (or by telex, fax or similar electronic transfer confirmed in writing) and shall be deemed to have been duly given or made when delivered by hand or if given by mail, three days after being deposited in the mail, postage prepaid, or if by telex, fax or similar electronic transfer, when sent and receipt has been confirmed, addressed to the Administrative Agent at its address or transmission number for notices provided in the Credit Agreement, to each Pledgor at its address or transmission number for notices provided in the Subsidiaries Guarantee and to each Issuer and each Obligor at its address set forth in its Acknowledgment and Consent. Any Pledgor, any Issuer and any Obligor may change 14 14 their addresses and transmission numbers for notices by written notice to the Administrative Agent. 16. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 17. Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the terms or provisions of this Agreement as it affects any Pledgor may be waived, amended, supplemented or otherwise modified except by a written instrument executed by such Pledgor and the Administrative Agent, provided that any provision of this Agreement may be waived by the Administrative Agent and the Lenders in a letter or agreement executed by the Administrative Agent or by telex or facsimile transmission from the Administrative Agent. (b) Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to paragraph 17. (a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. (c) The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 18. Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 19. Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Pledgor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns. 15 15 20. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 16 IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. SAC/THERMO-BARN, INC. BARNSTEAD THERMOLYNE CORPORATION SAC/ERIE, INC. ERIE SCIENTIFIC COMPANY NAUGATUCK GLASS COMPANY METAVAC, INC. NALGE NUNC INTERNATIONAL CORPORATION NALGE COMPANY SYBRON DENTAL SPECIALTIES, INC. SAC/ORMCO, INC. ORMCO CORPORATION E.T.M. CORPORATION EXCELLENCE IN ENDODONTICS, INC. SAC/KERR, INC. KERR CORPORATION SAC/COMMONWEALTH, INC. SYBRON COMMONWEALTH HOLDINGS, INC. NUNC U.K. LIMITED __________________________________ By: Title: 17 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK SAC/THERMO-BARN, INC.
Class Stock No. of Total No. of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ------------------------ -------- ------------ ------- ----------- Barnstead Thermolyne Common 2 100 100 Corporation
18 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK BARNSTEAD/THERMOLYNE CORPORATION
Class Stock No. of Total No. of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ------------------------ -------- ------------ ------- ----------- Biomolecular, Inc. Common 85 100 100
19 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK SAC/ERIE, INC.
Class Stock No. of Total No. of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ------------------------ -------- ------------ ------- ----------- Erie Scientific Common 1 100 100 Company
20 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK ERIE SCIENTIFIC COMPANY
Class Stock No. of Total No. of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ---------------------- ----- ----------- ------- ----------- Erie Scientific Common 001 1,000 1,000 Company of Puerto Rico - ------------------------------------------------------------------------------ Erie Electroverre SA Common 9 325 500 - ------------------------------------------------------------------------------ Erie-Watala Glass Voting 5 42 84 Company Limited Nonvoting 6 16 16 - ------------------------------------------------------------------------------ Erie Scientific 65% equity 363,880,000 Hungary Kft. interest - ------------------------------------------------------------------------------ Ever Ready Thermometer Common 2 100 100 Co., Inc. - ------------------------------------------------------------------------------ Owl Scientific, Inc. Common 2 100 100 - ------------------------------------------------------------------------------ Richard-Allan Common 1 100 100 Scientific Company - ------------------------------------------------------------------------------ New England Reagent Common 1 100 100 Laboratory, Inc. - ------------------------------------------------------------------------------ Casco Standards, Inc. Common 2 100 100 - ------------------------------------------------------------------------------ Naugatuck Glass Common 234 179,280 179,280 Company - ------------------------------------------------------------------------------
21 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK NAUGATUCK GLASS COMPANY
Stock No. of Total No. Class of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ----------- ---------- ----------- ------- ----------- Metavac, Common 1 1,000 1,000 Inc.
22 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK METAVAC, INC.
Stock No. of Total No. Class of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ----------- ---------- ----------- ----------- ------------ Bedford Common 1 1,000 1,000 Mirror, Inc.
23 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK NALGE NUNC INTERNATIONAL CORPORATION
Stock No. of Total No. Class of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ----------- ---------- ----------- ----------- ------------ Nalge Company Common 2 100 100 Nunc Incorporated Common 5 100 100
24 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK NALGE COMPANY Class Stock No. of Total No. of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ------------------------ -------- ------------ ------- ----------- Nalge (Europe) Common 1 100 100 Incorporated - ------------------------------------------------------------------------------ I-Chem Company Common 2 1,000 1,000 - ------------------------------------------------------------------------------ Sani-Tech, Inc. Common 2 100 100 - ------------------------------------------------------------------------------ Acutech Plastics, Common 9 4,500 4,500 Inc.
25 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK SYBRON DENTAL SPECIALTIES, INC. Class Stock No. of Total No. of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ------------------------ -------- ------------ ------- ----------- SAC/Kerr, Inc. Common 1 1,000 2,000 2 1,000 - ------------------------------------------------------------------------------ SAC/Commonwealth, Inc. Common 1 600 2,000 2 350 3 650 4 350 - ------------------------------------------------------------------------------ SAC/Ormco Common 1 1,000 2,000 2 1,000
26 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK SAC/ORMCO, INC.
Class Stock No. of Total No. of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ------------------------ -------- ------------ ------- ----------- Ormco Corporation Common 1 100 100
27 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK ORMCO CORPORATION
Stock No. of Total No. of Class of Certificate Shares Shares Issuer Stock No. Pledged Outstanding - ---------------- -------- ----------- ------- ------------- Ormco Common 1 65 100 (Europe) AG - ------------------------------------------------------------------------------ Ormex, SA Common 15 128,677 196,964 variable de CV 1,000 fixed - ------------------------------------------------------------------------------ Ormco Pty Common 4 30,550 47,000 Limited - ------------------------------------------------------------------------------ Ormco de "B" Series 6 6,500 10,000 "B" Mexico, SA "B-V" Series 1 244,801 386,617 "B-V" de CV - ------------------------------------------------------------------------------ Allesee Common 12 1,840 1,840 Orthodontic Appliances, Inc. - ------------------------------------------------------------------------------ E.T.M. Common 199 100 100 Corporation - ------------------------------------------------------------------------------ Excellence Common 4 100 100 in Endo- dontics, Inc.
28 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK E.T.M. CORPORATION
Stock No. of Total No. Class of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ----------- ---------- ----------- ----------- ------------ E.T.M. Series A 6 32,500 50,000 Corporation Capital de Mexico, Stock SA de CV
29 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK EXCELLENCE IN ENDODONTICS, INC.
Stock No. of Total No. Class of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ----------- ---------- ----------- ----------- ------------ Analytic Common 2 100 100 Technology Corporation
30 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK SAC/KERR, INC.
Stock No. of Total No. Class of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ----------- ---------- ----------- ----------- ------------ Kerr Common 2 100 100 Corporation - ------------------------------------------------------------------------------ Kerr Ordinary 3 600,202 923,389 Australia Pty Limited
31 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK ERIE SCIENTIFIC COMPANY
Class Stock No. of Total No. of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ---------------------- ----- ----------- ------- ----------- Kerr Italia S.p.A. 11 13,988 21,520 - ------------------------------------------------------------------------------ Kerr (Europe) AG Common 7 163 250 - ------------------------------------------------------------------------------ Sybron Asia Ltd A-001 1,000 1,800 B-009 100 C-001 50 F-004 10 F-005 10 - ------------------------------------------------------------------------------ Demetron Research Common 28 640,020 640,020 Corp. - ------------------------------------------------------------------------------ Sybron Deutschland Quotas Deed DM 845,000 DM 1,300,000 GmbH - ------------------------------------------------------------------------------ Belle De St. Common 2 100 100 Claire, Inc. - ------------------------------------------------------------------------------ Metrex Research Common 4 100 100 Corporation
32 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK SAC/COMMONWEALTH, INC.
Stock No. of Total No. Class of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ----------- ---------- ----------- ------- ----------- Sybron Commonwealth Common 2 65 100 Holdings, Inc. 1 35 ________________________________________________________________________________ Sybron Canada Limited Common 3 651 1000
33 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK SYBRON COMMONWEALTH HOLDINGS, INC.
Stock No. of Total No. Class of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ----------- ---------- ----------- ----------- ------------ Sybron UK 0 [5 or 6] 1 500,000 Limited 7 324,999
34 SCHEDULE 1 TO SUBSIDIARIES PLEDGE AGREEMENT DESCRIPTION OF PLEDGED STOCK NUNC U.K. LIMITED
Stock No. of Total No. Class of Certificate Shares of Shares Issuer Stock No. Pledged Outstanding - ----------- ---------- ----------- ----------- ------------ Sybron Common 1 65,000 100,000 Holdings A/S (no classi- fication)
35 SCHEDULE 2 TO SUBSIDIARIES PLEDGE AGREEMENT PLEDGED NOTES [NAME OF PLEDGOR]
Original Date of Principal Obligor Note Amount - ------- ------- --------- $___________
36 ANNEX A To Subsidiaries Pledge Agreement ACKNOWLEDGEMENT AND CONSENT Each of the undersigned is an Issuer referred to in the foregoing Amended and Restated Subsidiaries Pledge Agreement, and each of the undersigned hereby acknowledges receipt of a copy of the Amended and Restated Subsidiaries Pledge Agreement, dated as of July 9, 1996, made by the Pledgors (as defined therein) in favor of Chemical Bank, as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"). The undersigned agree for the benefit of the Administrative Agent and the Lenders as follows: 1. The undersigned will be bound by the terms of the Pledge Agreement and will comply with such terms insofar as such terms are applicable to the undersigned. 2. The undersigned will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in paragraph of the Pledge Agreement. 3. The terms of paragraph of the Pledge Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it under or pursuant to or arising out of Section of the Pledge Agreement. BARNSTEAD THERMOLYNE CORPORATION BIOMOLECULAR, INC. ERIE SCIENTIFIC COMPANY ERIE ELECTROVERRE S.A. ERIE SCIENTIFIC COMPANY OF PUERTO RICO ERIE-WATALA GLASS COMPANY LIMITED ERIE SCIENTIFIC HUNGARY KFT. EVER READY THERMOMETER CO., INC. OWL SCIENTIFIC, INC. RICHARD-ALLAN SCIENTIFIC COMPANY NEW ENGLAND REAGENT LABORATORY, INC. CASCO STANDARDS, INC. THE NAUGATUCK GLASS COMPANY METAVAC, INC. BEDFORD MIRROR, INC. NALGE COMPANY NUNC INCORPORATED NALGE (EUROPE) INCORPORATED I-CHEM COMPANY SANI-TECH, INC. ACUTECH PLASTICS, INC. 37 SAC/ORMCO, INC. ORMCO CORPORATION ORMCO (EUROPE) A.G. ORMEX, S.A. DE C.V. ORMCO PTY. LTD. ORMCO DE MEXICO SA de CV ALLESEE ORTHODONTIC APPLIANCES, INC. E.T.M. CORPORATION E.T.M. CORPORATION DE MEXICO, SA de CV EXCELLENCE IN ENDODONTICS, INC. ANALYTIC TECHNOLOGY CORPORATION SAC/KERR, INC. KERR CORPORATION KERR AUSTRALIA PTY. LIMITED KERR ITALIA S.p.A. KERR (EUROPE) A.G. METREX RESEARCH CORPORATION DEMETRON RESEARCH CORP. BELLE DE ST. CLAIRE, INC. SYBRON DEUTSCHLAND GMBH SAC/COMMONWEALTH, INC. SYBRON COMMONWEALTH HOLDINGS, INC. SYBRON CANADA LIMITED SYBRON U.K. LIMITED SYBRON HOLDINGS A/S -------------------------------------- By: Title: Address for Notices: c/o Sybron International Corporation 411 East Wisconsin Avenue, 24th Floor Milwaukee, Wisconsin 53202 Fax: (414) 274-6561 EX-11 8 COMPUTATION OF PER SHARE EARNINGS 1 EXHIBIT 11 SYBRON INTERNATIONAL CORPORATION AND SUBSIDIARIES COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended Nine Months Ended June 30, June 30, 1996 1995 1996 1995 --------- --------- --------- --------- Primary: Net income $17,105 $13,799 $39,367 $37,251 ========= ========= ========= ========= Shares Weighted average Common shares .. 46,805 46,406 46,681 46,398 Common equivalent shares ........ 1,304 654 1,119 472 --------- --------- --------- --------- 48,109 47,060 47,800 46,870 ========= ========= ========= ========= Primary earnings per share ...... $ .36 $ .29 $ .82 $ .79 ========= ========= ========= =========
25 EX-27 9 FDS
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SYBRON INTERNATIONAL CORPORATION FOR THE NINE MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS SEP-30-1996 OCT-01-1995 JUN-30-1996 10,576 0 118,463 2,393 117,719 272,724 151,875 123,062 898,219 125,472 436,661 0 0 469 267,464 898,219 488,809 488,809 246,101 146,898 400 0 26,036 69,374 30,007 39,367 0 0 0 39,367 .82 .82
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