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EXHIBIT 4.7
EXHIBIT D
FORM OF
FOURTH AMENDED AND RESTATED PARENT PLEDGE AGREEMENT
FOURTH AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of July
, 1999, made by Sybron International Corporation, a Wisconsin corporation (the
"Parent"), in favor of The Chase Manhattan 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 Third Amended and
Restated Credit Agreement, dated as of July , 1999 (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among the
Parent, Ormco Corporation, a Delaware corporation ("Ormco"), ▇▇▇▇ Corporation, a
Delaware corporation ("▇▇▇▇"), Nalge Nunc International Corporation, a Delaware
corporation ("NNI"), Erie Scientific Company, a Delaware corporation ("Erie"),
Barnstead Thermolyne Corporation, a Delaware corporation ("Barnstead"), Remel
Inc., a Wisconsin corporation ("Remel"; Ormco, ▇▇▇▇, NNI, Erie, Barnstead and
Remel are collectively referred to herein as the "Subsidiary Borrowers"), the
Lenders, the Administrative Agent and Chase Securities Inc., as arranger.
W I T N E S S E T H :
WHEREAS, the Parent is the legal and beneficial owner of the
shares of Pledged Stock (as hereinafter defined) hereby pledged by the Parent;
WHEREAS, the Parent is the legal and beneficial owner of each
of the Pledged Notes (as hereinafter defined) hereby pledged by the Parent; and
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. (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) The following terms shall have the following meanings:
"Agreement": this Fourth 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.
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"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 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.
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(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:
(1) 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;
(2) 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;
(3) all the shares of the Pledged Stock have been duly and
validly issued and are fully paid and nonassessable (except as provided in Wis.
Stat. ss.180.0622(2)); 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;
(4) the Parent is the record and beneficial owner of, and has
good and marketable title to, the Pledged Stock and 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;
(5) 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
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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;
(6) on the Restatement Effective 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 (i) the
capital stock of entities which do not meet the criteria set forth in the
definition of Pledge Guidelines or which otherwise constitute the capital stock
of a Specified Entity and (ii) the capital stock of Microgenics Corporation;
(7) 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
(8) 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:
(1) 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 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
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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.
(2) Without the prior written consent of the Administrative
Agent, the Parent will not (1) 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, (2) sell, assign, transfer, exchange, or otherwise dispose of, or
grant any option with respect to, the Collateral, or (3) 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, title and interest of the Administrative Agent
and the Lenders in and to the Collateral against the claims and demands of all
Persons whomsoever.
(3) 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.
(4) 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.
(5) 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.
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(6) 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.
(7) 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 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 7 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, (1) 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, (2)
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 (A) 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 (B) 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
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and all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of any
Issuer, or 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.
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
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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 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 (1) 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, (2) 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 (3) 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
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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.
(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.
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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 11(a). 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
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.
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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 (1) when
delivered by hand or (2) if given by mail, three days after being deposited in
the mail, postage prepaid, or (3) 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
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 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.
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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.
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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:
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SCHEDULE 1
TO PLEDGE AGREEMENT
DESCRIPTION OF PLEDGED STOCK
------------------------------------- -------------- --------------------- ----------------- -----------------------
No. of Shares Total No. of Shares
Class of Stock Certificate Pledged Outstanding
Issuer Stock No.
[Attached]
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SCHEDULE 2
TO PLEDGE AGREEMENT
PLEDGED NOTES
Original
Date of Principal
Obligor Note Amount
------- ---- ------
$
------
16
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned is an Issuer referred to in the
foregoing Pledge Agreement, and each of the undersigned hereby acknowledges
receipt of a copy of the Pledge Agreement, dated July , 1999, made by Sybron
International Corporation for the benefit of The Chase Manhattan 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:
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 5.(a) of the Pledge Agreement.
3 The terms of paragraph 9.(c) 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 9 of the
Pledge Agreement.
SYBRON DENTAL SPECIALTIES, INC.
SYBRON TRANSITION CORP.
MEXOSERV COMPANY
SYBRON LABORATORY PRODUCTS
CORPORATION
NATIONAL SCIENTIFIC COMPANY
PINNACLE PRODUCTS, INC.
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By: ▇▇▇▇ ▇▇▇▇▇
Title: Assistant Treasurer
Address for Notices:
c/o Sybron International Corporation
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇