Discretionary Line of Credit Letter Agreement between The Chase Manhattan Bank and Genencor International, Inc. (May 4, 2000)

Summary

The Chase Manhattan Bank offers Genencor International, Inc. a discretionary line of credit of up to $30 million for general corporate purposes. The bank is not obligated to lend and may approve advances at its sole discretion, subject to satisfactory financial condition and relationship. The facility is available until the earlier of a new revolving credit facility or November 7, 2000, and can be terminated by the bank at any time. Interest rates are based on the bank’s Prime Rate or LIBOR plus 1%.

EX-4.3 5 ex4-3.txt EXHIBIT 4.3 1 EXHIBIT 4.3 The Chase Manhattan Bank Scott R. Rose MMBG Vice President One Chase Square, Tower 9 Rochester, NY 14643 Tel: 716 ###-###-#### Fax: 716 ###-###-#### [CHASE LETTERHEAD] May 4, 2000 Mr. Andrew Ashworth Global Treasurer Genencor International, Inc. 200 Meridian Centre Blvd. Rochester, NY 14618 Dear Andy: I am pleased to inform you that The Chase Manhattan Bank (the "Bank") is prepared, in its sole discretion, to offer a line of credit to Genencor International, Inc. (the "Borrower") subject to the terms and conditions described below and in the attached Term Sheet. Any advances which the Bank may extend will be on the terms and conditions as we may require at the time the Borrower requests an advance and must be evidenced by documents in form and substance satisfactory to the Bank. This line of credit does not constitute a commitment or in any way obligate the Bank to lend whether or not the Borrower satisfies the conditions stated in this letter, and is issued subject to the Bank in its sole discretion, continuing to be satisfied with the Borrower's financial condition and economic prospects, prompt advice to the Bank of any circumstances which might materially or adversely affect the Borrower, and the Borrower's maintenance of a satisfactory relationship with the Bank. This letter is for the Borrower's information only and is not to be show to or relied upon by third parties. This letter constitutes the entire understanding between the Bank and the Borrower and supersedes all prior discussions. The terms and conditions set forth in this letter shall survive the execution of the documents evidencing the indebtedness and shall remain in effect so long as this facility remains in place or any amounts remain outstanding under this line of credit. The Bank will consider requests for advances hereunder until the earlier of the activation of the contemplated revolving credit facility or November 7, 2000, unless this discretionary line of credit is earlier terminated by the Bank in its sole discretion. 2 Mr. Andrew Ashworth May 4, 2000 Page 2 Please acknowledge your understanding of the foregoing by signing and returning the enclosed copy of this letter to the undersigned at your earliest convenience. We appreciate the opportunity to be of service to you. Very truly yours, THE CHASE MANHATTAN BANK /s/ SCOTT R. ROSE ----------------------------------- Scott R. Rose Vice President SRR/GcorLtrCrdMay00.doc Enclosure RECEIPT OF THE FOREGOING LETTER IS HEREBY ACKNOWLEDGED, TOGETHER WITH ASENT TO THE TERMS THEREOF: GENENCOR INTERNATIONAL, INC. By: /s/ RAYMOND J. LAND Date: 5/4/00 -------------------------------------------- ------------------------- Its: Raymond J. Land Sr. Vice President and CFO ------------------------------------------- By: /s/ ANDREW P. ASHWORTH -------------------------------------------- Its: GLOBAL TREASURER ------------------------------------------- 3 [CHASE LOGO] GENENCOR INTERNATIONAL, INC. TERM SHEET DATED MAY 4, 2000 BORROWER: Genencor International, Inc. BANK: The Chase Manhattan Bank FACILITY: $30,000,000 line of credit PURPOSE: Support of general corporate purposes MATURITY: Payable on a demand basis, but in no event later than the earlier of activation of the below R/Cs or November 7, 2000. INTEREST RATE OPTIONS: The Bank's Prime Rate (in minimum borrowing amounts of $10,000) The Bank's reserve adjusted London Interbank Offering (LIBO) Rate plus 100 basis points for interest periods of one, two, or three months, and for amounts not less than $500,000 (maximum of three LIBO Rate tranches outstanding at any one time), and in $50,000 increments.