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EXHIBIT 4
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
October 25, 1996, among BRUNSWICK BIOMEDICAL CORPORATION, a Massachusetts
corporation (the "Borrower"), and INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL
CORPORATION, a Delaware corporation ("ING"), constituting the sole Lender under
the Credit Agreement referenced below (together with its successors and
assigns, the "Lenders"), and ING in its capacity as Agent for the Lenders.
W I T N E S S E T H:
RECITALS:
A. The Borrower, the Lenders and the Agent have entered into a certain
Credit Agreement, dated as of April 15, 1996 (the "Credit Agreement");
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Credit Agreement.
B. The Borrower has requested an amendment to the Credit Agreement to
reflect changes in the financial covenants, and the Lenders have agreed to so
amend the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendment to Section 1.1. Section 1.1 of the Credit
Agreement is hereby amended by replacing the definition of EBITDA in its
entirety with the following:
"EBITDA" means, for any period, an amount equal to Net Income plus
(to the extent deducted in determining Net Income) interest expense,
provisions for income taxes, depreciation, amortization of intangible
assets and the write-off of in-process research and development expense,
in each case for the Borrower and its Subsidiaries on a consolidated
basis; provided, however, that for any period ending prior to the
consummation of the Merger, EBITDA shall mean the EBITDA of STI and its
Subsidiaries on a consolidated basis.
SECTION 2. Amendment to Section 6.2.4. Section 6.2.4 of the Credit
Agreement is hereby amended by replacing said Section in its entirety with the
following:
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SECTION 6.2.4 Financial Condition. From and after the Merger Consummation
Date, the Borrower hereby covenants and agrees as set forth below:
(a) Senior Debt Leverage Ratio. The Borrower will not permit its
Senior Debt Leverage Ratio with respect to the twelve-month period
ending on the last day of any Fiscal Quarter to be greater than the ratio
set forth opposite such Fiscal Quarter (for each Fiscal Quarter ending
prior to the first anniversary of the Merger Consummation Date, such
ratio to be calculated as provided in clause (h) of this Section 6.2.4):
Fiscal Quarter Ending: Ratio
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October 31, 1996 3.5:1.0
January 31, 1997 3.5:1.0
April 30, 1997 3.5:1.0
July 31, 1997 3.5:1.0
October 31, 1997 1.8:1.0
January 31, 1998 1.5:1.0
April 30, 1998 1.3:1.0
July 31, 1998 1.1:1.0
October 31, 1998 1.0:1.0
January 31, 1999 0.9:1.0
April 30, 1999 0.8:1.0
July 31, 1999 and thereafter 0.7:1.0
(b) Total Debt Leverage Ratio. The Borrower will not permit its
Total Debt Leverage Ratio with respect to the twelve-month period ending
on the last day of any Fiscal Quarter to be greater than the ratio set
forth opposite such Fiscal Quarter (for each Fiscal Quarter ending prior
to the first anniversary of the Merger Consummation Date, to be
calculated as provided in clause (h) of this Section 6.2.4):
Fiscal Quarter Ending: Ratio
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October 31, 1997 2.7:1.0
January 31, 1998 2.3:1.0
April 30, 1998 2.0:1.0
July 31, 1998 1.7:1.0
October 31, 1998 1.6:1.0
January 31, 1999 1.4:1.0
April 30, 1999 1.3:1.0
July 31, 1999 and thereafter 1.2:1.0
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(c) Senior Debt Service Ratio. The Borrower will not permit its
Senior Debt Service Ratio with respect to the twelve-month period ending
on the last day of any Fiscal Quarter to be less than the ratio set forth
below opposite such Fiscal Quarter (for each Fiscal Quarter ending prior
to the first anniversary of the Merger Consummation Date, such ratio to
be calculated as provided in clause (h) of this Section 6.2.4):
Fiscal Quarter Ending: Ratio
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October 31, 1996 2.0:1.0
January 31, 1997 2.0:1.0
April 30, 1997 2.0:1.0
July 31, 1997 2.0:1.0
October 31, 1997 3.4:1.0
January 31, 1998 3.1:1.0
April 30, 1998 3.2:1.0
July 31, 1998 3.5:1.0
October 31, 1998 3.7:1.0
January 31, 1999 4.1:1.0
April 30, 1999 4.4:1.0
July 31, 1999 and thereafter 4.8:1.0
(d) Interest Coverage Ratio. The Borrower will not permit its
Interest Coverage Ratio with respect to the twelve-month period ending on
the last day of any Fiscal Quarter to be less than the ratio set forth
below opposite such Fiscal Quarter (for each Fiscal Quarter ending prior
to the first anniversary of the Merger Consummation Date, such ratio to
be calculated as provided in clause (h) of this Section 6.2.4):
