Exhibit 10.1
FIFTH AMENDMENT TO CREDIT AGREEMENT
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FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April
30, 1998, among DADE BEHRING HOLDINGS, INC. ("Holdings"), DADE BEHRING INC. (the
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (the "Banks") and BANKERS TRUST COMPANY, as Agent (the "Agent") for the
Banks. All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H:
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WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a
Credit Agreement, dated as of May 7, 1996 and amended and restated as of April
29, 1997 (as amended, modified, restated or supplemented to the date hereof, the
"Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
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1. Section 4.02(A)(c) of the Credit Agreement is hereby amended by
adding at the end thereof the following new sentence:
"Notwithstanding anything to the contrary contained above in this Section
4.02(A)(c), only 75% of the Net Proceeds resulting from an Asset Sale
permitted under Section 8.02(hh) shall be required to be applied as a
mandatory repayment of Term Loans as provided above in this Section
4.02(A)(c)."
2. Section 8.02 of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (ff) thereof, (ii)
deleting the period at the end of clause (gg) thereof and inserting a semi-colon
in lieu thereof and (iii) inserting at the end thereof the following new clauses
(hh) and (ii):
"(hh) the Borrower and/or its Subsidiary may sell their controls
(TQC) business, provided that the Net Proceeds therefrom are either applied
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to repay Term Loans as provided in Section 4.02(A)(c) or reinvested to the
extent permitted by Section 4.02(A)(c); and
(ii) the Borrower and/or its Subsidiaries may sell their desktop
chemistry analyzer business."
3. The definition of "Asset Sale" appearing in Section 10 of the
Credit Agreement is hereby amended by deleting the text "(cc) and (dd)"
appearing at the end thereof and inserting in lieu thereof the text "(cc), (dd)
and (ii)".
II. Consents and Agreements.
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1. Notwithstanding anything to the contrary contained in Sections
7.11 and 8.16 of the Credit Agreement, in the Pledge Agreement, in the First
Amendment or in the Second Amendment, the Banks hereby agree that Holdings and
its Subsidiaries shall not be required to pledge to the Pledgee under the Pledge
Agreement the stock of any Foreign Subsidiary acquired pursuant to the Behring
Acquisition and required to be pledged pursuant to the terms of the Pledge
Agreement until October 31, 1998.
III. Miscellaneous Provisions.
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1. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Fifth Amendment
Effective Date, both before and after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement or the other Credit Documents are true and correct in all
material respects on and as of the Fifth Amendment Effective Date, both
before and after giving effect to this Amendment, with the same effect as
though such representations and warranties had been made on and as of the
Fifth Amendment Effective Date (it being understood that any representation
or warranty made as of a specific date shall be true and correct in all
material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
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5. This Amendment shall become effective on the date (the "Fifth
Amendment Effective Date") when each of Holdings, the Borrower and the Required
Banks shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at its Notice Office.
6. From and after the Fifth Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
DADE BEHRING HOLDINGS, INC.
By/s/
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
DADE BEHRING INC.
By/s/
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Treasurer
BANKERS TRUST COMPANY,
Individually, as Agent
and as Collateral Agent
By/s/
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Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Managing Director
THE BANK OF NOVA SCOTIA
By/s/
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Name: F.C.H. ▇▇▇▇▇
Title: Senior Manager Loan Operations
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By/s/
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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BANKBOSTON, N.A.
By/s/
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By/s/
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
SANWA BUSINESS CREDIT
By/s/
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
ABN AMRO BANK N.V., Chicago Branch
By/s/
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
By/s/
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Name: ▇▇▇▇▇▇▇ ▇. McGulgan
Title: Group Vice President & Director
CREDIT AGRICOLE INDOSUEZ
By/s/
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Name: ▇▇▇▇▇ ▇▇▇▇▇, F.V.P.
Title: Head of Corporate Banking Chicago
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By/s/
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO, a Unit of The Chase
Manhattan Bank
By/s/
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
CITIBANK, N.A.
By/s/
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.
By TCW Asset Management Company,
its Investment Manager
By/s/
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
STRATA FUNDING LTD.
By/s/
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
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CERES FINANCE LTD.
By/s/
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
AERIES FINANCE LTD.
By/s/
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Name: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Director
CAPTIVA FINANCE LTD.
By/s/
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Director
CAPTIVA II FINANCE LTD.
By/s/
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
CITY NATIONAL BANK
By/s/
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
ROYALTON COMPANY,
By: Pacific Investment Management Company
as its Investment Advisor
By: PIMCO Management Inc., a general
partner
By/s/
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
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FIRST NATIONAL BANK OF CHICAGO
By/s/
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President
FLOATING RATE PORTFOLIO
By: Chancellor LGT - Senior Secured
Managment, Inc., as Attorney-in-Fact
By/s/
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
KEYPORT LIFE INSURANCE COMPANY
By: ▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇, as Investment
Advisor
By/s/
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Name: ▇▇▇▇▇ ▇. Good
Title: Vice President as Portfolio Manager
DAI-ICHI KANGYO BANK LTD.
By/s/
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
PRIME INCOME TRUST
By/s/
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Name:
Title:
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▇▇▇▇▇▇▇ ▇▇▇▇▇
SENIOR FLOATING RATE FUND, INC.
By/s/
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CFA
Title: Authorized Signatory
ML CBO IV (CAYMAN) LTD.
By Protective Asset Management Company
as Collateral Manager
By/s/
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ CFA, CPA
Title: President
Protective Asset Management Company
NORTHWESTERN MUTUAL LIFE
By/s/
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
PILGRIM AMERICA PRIME RATE TRUST
By: PILGRIM AMERICA INVESTMENTS,
INC., as its Investment Manager
By/s/
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Name: ▇▇▇▇▇▇▇ ▇. Bacevica
Title: Vice President
SAKURA BANK LTD.
By/s/
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Joint General Manager
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SOCIETE GENERALE
By/s/
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
SOUTHERN PACIFIC BANK
By/s/
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By/s/
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President & Director
IMPERIAL BANK
By/s/
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Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management L.P.,
as Investment Advisor
By/s/
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CFA
Title: Authorized Signatory
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SENIOR HIGH INCOME PORTFOLIO, INC.
By/s/
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Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ DEBT STRATEGIES
PORTFOLIO
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management L.P.,
as Investment Advisor
By/s/
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CFA
Title: Authorized Signatory
AG CAPITAL FUNDING PARTNERS, L.P.
By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co., L.P., as
Investment Advisor
By/s/
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
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