Amendment No. 3 to Note Agreement between Genencor International, Inc. and Noteholders

Summary

Genencor International, Inc. and the current holders of its 6.82% Senior Notes due March 30, 2006 have agreed to amend their existing Note Agreement. This amendment, effective May 5, 2000, updates certain terms as specified in the attached exhibit. Genencor confirms it has the authority to enter into this amendment and that no default exists. The amendment becomes effective once the required noteholders consent in writing. Genencor will cover related legal and administrative costs. All other terms of the original Note Agreement remain in effect.

EX-4.7 5 l99661aexv4w7.txt EXHIBIT 4.7 EXHIBIT 4.7 GENENCOR INTERNATIONAL, INC. AMENDMENT NO. 3 TO NOTE AGREEMENT As of May 5, 2000 TO EACH OF THE CURRENT NOTEHOLDERS NAMED IN ANNEX 1 HERETO: Ladies and Gentlemen: GENENCOR INTERNATIONAL, INC. (hereinafter, the "COMPANY"), together with its successors and assigns, agrees with you as follows: 1. PRELIMINARY STATEMENTS. 1.1 NOTE ISSUANCE, ETC. The Company issued and sold $140,000,000 aggregate principal amount of its 6.82% Senior Notes due March 30, 2006 (as may be amended, restated or otherwise modified from time to time, the "NOTES") pursuant to a Note Agreement dated March 30, 1996 (as in effect immediately prior to giving effect to the Amendments provided for by this Amendment Agreement, the "EXISTING NOTE AGREEMENT"). The register for the registration and transfer of the Notes indicates that the Persons named in Annex 1 hereto (collectively, the "CURRENT NOTEHOLDERS") are currently the holders of the entire outstanding principal amount of the Notes. 2. DEFINED TERMS. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Existing Note Agreement. 3. AMENDMENTS. Subject to Section 5, the Existing Note agreement is amended as provided for by this Amendment No. 3 to Note Agreement (this "AMENDMENT AGREEMENT") in the manner specified in Exhibit A. The amendments referred to herein are referred to herein, collectively, as the "Amendments". 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. To induce you to enter into this Amendment Agreement and to consent to the Amendments, the Company represents and warrants as follows: 4.1 ORGANIZATION, POWER AND AUTHORITY, ETC. The Company is a corporation duly incorporated and validly existing in good standing under the laws of Delaware and has all requisite corporate power and authority to enter into and perform its obligations under this Amendment Agreement. 4.2 LEGAL VALIDITY. The execution and delivery of this Amendment Agreement by the Company and compliance by the Company with its obligations hereunder: (a) are within the corporate powers of the Company; and (b) are legal and do not conflict with, result in any breach of, constitute a default under, or result in the creation of any Lien upon any Property of the Company under the provisions of: (i) any charter instrument or bylaw to which the Company is a party or by which the Company or any of its Property may be bound; (ii) any order, judgment, decree or ruling of any court, arbitrator or governmental authority applicable to either the Company or its Property; or (iii) any agreement or instrument to which the Company is a party or by which the Company or any of its Property may be bound or any statute or other rule or regulation of any governmental authority applicable to the Company or its Property, except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect. This Amendment Agreement has been duly authorized by all necessary action on the part of the Company, has been executed and delivered by a duly authorized officer of the Company, and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except that enforceability may be limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium, or other similar laws affecting the enforceability of creditors' rights generally and subject to the availability of equitable remedies. 4.3 NO DEFAULTS. No event has occurred and no condition exists that, upon the execution and delivery of this Amendment Agreement, would constitute a Default or an Event of Default. 5. EFFECTIVENESS OF AMENDMENTS. The Amendments shall become effective as of the first date written above (the "EFFECTIVE DATE") upon receipt by the Company of the written consent of the Required Holders. 6. EXPENSES. Whether or not the Amendments become effective, the Company will promptly (and in any event within thirty days of receiving any statement or invoice therefor) pay all fees, expenses and costs relating to this Amendment, including, but not limited to, the reasonable fees of your special counsel, Bingham Dana LLP, incurred in connection with the preparation, negotiation and delivery of the Amendment Agreement and any other documents related thereto. Nothing in this Section shall limit the Company's obligations pursuant to Section 11B of the Existing Note Agreement. 7. MISCELLANEOUS. 7.1 PART OF EXISTING NOTE AGREEMENT; FUTURE REFERENCES, ETC. This Amendment Agreement shall be construed in connection with and as a part of the Existing Note Agreement and, except as expressly amended by this Amendment Agreement, all terms, conditions and covenants contained in the Existing Note Agreement are hereby ratified 2 and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment Agreement may refer to the Existing Note Agreement without making specific reference to this Amendment Agreement, but nevertheless all such references shall include this Amendment Agreement unless the context otherwise requires. 7.2 COUNTERPARTS. This Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. 7.3 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN NEW YORK. [Remainder of page intentionally left blank; next page is signature page.] 3 If you are in agreement with the foregoing, please so indicate by signing the acceptance below on the accompanying counterpart of this agreement and returning it to the Company, whereupon it will become a binding agreement among you and the Company. GENENCOR INTERNATIONAL, INC. BY: /s/ Raymond J. Land ---------------------------------- NAME: Raymond J. Land TITLE: Senior Vice President and Chief Financial Officer A-1 The foregoing Amendment Agreement is hereby accepted as of the date first above written. THE PRUDENTIAL INSURANCE COMPANY OF AMERICA BY: /s/ Charles Y. King ----------------------------------- NAME: Charles Y. King TITLE: Vice President THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY BY: /s/ Richard A. Strait ----------------------------------- NAME: Richard A. Strait TITLE: Its Authorized Representative ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY By: Allmerica Asset Management, Inc. BY: /s/ Scott C. Hyney ----------------------------------- NAME: Scott C. Hyney TITLE: Vice President FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY By: Allmerica Asset Management, Inc. BY: /s/ Scott C. Hyney ----------------------------------- NAME: Scott C. Hyney TITLE: Vice President A-2 THE HANOVER INSURANCE COMPANY By: Allmerica Asset Management, Inc. BY: /s/ Scott C. Hyney ----------------------------------- NAME: Scott C. Hyney TITLE: Vice President CITIZENS INSURANCE COMPANY OF AMERICA By: Allmerica Asset Management, Inc. BY: /s/ Scott C. Hyney ----------------------------------- NAME: Scott C. Hyney TITLE: Vice President CONNECTICUT GENERAL LIFE INSURANCE COMPANY BY CIGNA INVESTMENTS, INC. BY: /s/ Stephen H. Wilson ----------------------------------- NAME: Stephen H. Wilson TITLE: Managing Director CONNECTICUT GENERAL LIFE INSURANCE COMPANY ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS BY CIGNA INVESTMENTS, INC. BY: /s/ Stephen H. Wilson ----------------------------------- NAME: Stephen H. Wilson TITLE: Managing Director A-3 LIFE INSURANCE COMPANY OF NORTH AMERICA BY CIGNA INVESTMENTS, INC. BY: /s/ Stephen H. Wilson ----------------------------------- NAME: Stephen H. Wilson TITLE: Managing Director UNITED OF OMAHA LIFE INSURANCE COMPANY BY: /s/ Curtis R. Caldwell ----------------------------------- NAME: Curtis R. Caldwell TITLE: First Vice President AMERICAN REPUBLIC INSURANCE COMPANY BY: ----------------------------------- NAME: TITLE: COMPANION LIFE INSURANCE COMPANY BY: /s/ Curtis R. Caldwell ----------------------------------- NAME: Curtis R. Caldwell TITLE: Authorized Signer BY: ----------------------------------- NAME: TITLE: A-4 METROPOLITAN LIFE INSURANCE COMPANY BY: ----------------------------------- NAME: TITLE: PACIFIC LIFE INSURANCE COMPANY BY: /s/ Ronn Cornelius ----------------------------------- NAME: Ronn Cornelius TITLE: Assistant Vice Presidnt BY: /s/ Diane W. Dales ----------------------------------- NAME: Diane W. Dales TITLE: Assistant Secretary GUARANTEE LIFE INSURANCE COMPANY BY: /s/ Robert E. Whalen, II ----------------------------------- NAME: Robert E. Whelan, II TITLE: Vice President THE CANADA LIFE ASSURANCE COMPANY Cudd & Co. as Nominee BY: /s/ Peter Coccia ----------------------------------- NAME: Peter Coccia TITLE: Partner A-5 CANADA LIFE INSURANCE COMPANY OF AMERICA Cudd & Co. as Nomoinee BY: /s/ Peter Coccia ----------------------------------- NAME: Peter Coccia TITLE: Partner BERKSHIRE LIFE INSURANCE COMPANY BY: /s/ Ellen I. Whittaker ----------------------------------- NAME: Ellen I Whittaker TITLE: Senior Investment Officer WOODMAN ACCIDENT AND LIFE COMPANY BY: /s/ A.M.McCray ----------------------------------- NAME: A.M. McCray TITLE: Senior Director, Securities Investments And Assistant Treasurer A-6 ANNEX 1 CURRENT NOTEHOLDERS The Prudential Insurance Company of America The Northwestern Mutual Life Insurance Company Allmerica Financial Life Insurance and Annuity Company First Allmerica Financial Life Insurance Company The Hanover Insurance Company Citizens Insurance Company of America Connecticut General Life Insurance Company Life Insurance Company of North America United of Omaha Life Insurance Company American Republic Insurance Company Companion Life Insurance Company Metropolitan Life Insurance Company Pacific Life Insurance Company Guarantee Life Insurance Company Canada Life Assurance Company of America Canada Life Insurance Company of America Berkshire Life Insurance Company Woodmen Accident and Life Company A-7 EXHIBIT A AMENDMENTS (a) SECTION 10.B, Definition of Consolidated Net Worth. The definition of Consolidated Net Worth shall be and is hereby amended and restated in its entirety to read as follows: "CONSOLIDATED NET WORTH - means, at any time, the total shareholders' equity of the Company and its Subsidiaries, determined at such time in accordance with GAAP, but excluding therefrom the amount of share capital attributable to Redeemable Preferred Stock, provided, however, that for the period beginning December 31, 1999 and extending through and including September 30, 2000, Consolidated Net Worth shall include the Preferred Stock being reclassified as $147,925,000 of Redeemable Preferred Stock pursuant to the Company's S-1 filing dated as of May 5, 2000." A-8