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EXHIBIT 4F (1)
AMENDMENT NO. 1
TO 364-DAY CREDIT AGREEMENT AND WAIVER
This Amendment No. 1 to 364-day Credit Agreement and Waiver (this
"Amendment") is entered into as of February 8, 1999, by and among Dexter
Corporation, a Connecticut corporation (the "Borrower"), The First National Bank
of Chicago, individually and as agent ("Agent"), and the other financial
institutions signatory hereto.
RECITALS
A. The Borrower, the Agent and the Lenders are party to that certain
364-day credit agreement dated as of December 15, 1998 (the "Credit Agreement").
Unless otherwise specified herein, capitalized terms used in this Amendment
shall have the meanings ascribed to them by the Credit Agreement.
B. The Borrower, the Agent and the undersigned Required Lenders wish to
amend the Credit Agreement on the terms and conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. Amendment to Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a) Section 6.10(i) of the Credit Agreement is
amended in its entirety to read as follows:
"(i) any Subsidiary may declare and pay dividends or make
distributions to its shareholders ratably relative to their
respective ownership interests in such Subsidiary and".
2. Consent and Waiver. The Required Lenders hereby waive any
Unmatured Default or Default existing under the Credit Agreement (including any
Unmatured Default or Default arising out of a breach of Sections 6.3(a) or 6.10)
which would not have arisen had this Amendment been in effect at all times since
December 15, 1998.
3. Representations and Warranties of the Borrower. The
Borrower represents and warrants that:
(a) The execution, delivery and performance by the
Borrower of this Amendment have been duly authorized by all necessary
corporate action and that this Amendment is a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in
accordance with its terms, except as the enforcement thereof may be
subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights
generally;
(b) Each of the representations and warranties
contained in the Credit Agreement is true and correct in all material
respects on and as of the date hereof as if made on the date hereof;
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(c) After giving effect to this Amendment, no Default
or Unmatured Default has occurred and is continuing.
4. Effective Date. This Amendment shall become effective upon
the execution and delivery hereof by the Borrower, the Agent and the Required
Lenders.
5. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically amended, the Credit
Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy
of the Agent or any Lender under the Credit Agreement or any Loan
Document, nor constitute a waiver of any provision of the Credit
Agreement or any Loan Document, except as specifically set forth
herein. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein"
or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.
6. Costs and Expenses.
The Borrower hereby affirms its obligation under
Section 9.7 of the Credit Agreement to reimburse the Agent for all
reasonable costs, internal charges and out-of-pocket expenses paid or
incurred by the Agent in connection with the preparation, negotiation,
execution and delivery of this Amendment, including but not limited to
the attorneys' fees and time charges of attorneys for the Agent with
respect thereto.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
9. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.
(signature page to follow)
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IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date and year first above written.
DEXTER CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ ▇▇▇ ▇▇▇
Name: ▇▇▇ ▇▇▇
Title: Corporate Banking Officer
FLEET BANK,
Individually and as Syndication Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
Individually and as Documentation Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
ABN AMRO BANK N.V.,
Individually and as Co-Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Group Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Officer
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BANKBOSTON, N.A.,
Individually and as Co-Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Managing Director
BANCA COMMERCIALE ITALIANA,
NEW YORK BRANCH,
Individually and as Co-Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
per pro ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Manager
COMMERZBANK AG,
Individually and as Co-Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
DEN DANSKE BANK AKTIESELSKAB,
CAYMAN ISLANDS BRANCH,
Individually and as Co-Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK,
Individually and as Co-Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
MELLON BANK, N.A.,
Individually and as Co-Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Banking Officer
SUNTRUST BANK, ATLANTA,
Individually and as Co-Agent
By: /s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇
Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Operations Officer
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BANQUE NATIONALE DE PARIS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
By: /s/ Sophie Revillard ▇▇▇▇▇▇▇
Name: Sophie Revillard ▇▇▇▇▇▇▇
Title: Vice President