EXHIBIT 10.15
AMENDMENT NO. 6
--------------------------------------------------------------------------------
Amendment No. 6 (this "Amendment"), dated as of February 11,
2000, among ALARIS MEDICAL, INC. a Delaware corporation ("Holdings"), ALARIS
MEDICAL SYSTEMS, INC., a Delaware corporation (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (the "Banks"),
BANKERS TRUST COMPANY, as Administrative Agent and as a Syndication Agent and
BANQUE PARIBAS, as Documentation Agent (together with Bankers Trust Company in
its capacity as Administrative Agent, the "Agents") and as a Syndication Agent.
All capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrower, the Banks and the Agents are
parties to a Credit Agreement, dated as of November 26, 1996 (as modified,
supplemented and amended to, but not including, the date hereof, the "Credit
Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as set forth herein;
NOW, THEREFORE, it is agreed:
1. The table appearing in Section 8.09 of the Credit Agreement
is hereby deleted in its entirety and the following new table is hereby inserted
in lieu thereof:
MINIMUM CONSOLIDATED
"DATE EBITDA
---- --------------------
December 31, 1999 $87,800,000
March 31, 2000 $81,200,000
June 30, 2000 $85,600,000
September 30, 2000 $86,400,000
December 31, 2000 $90,000,000
March 31, 2001 $93,500,000
June 30, 2001 $95,500,000
September 30, 2001 $96,400,000
December 31, 2001 $100,200,000
March 31, 2002 $109,500,000
June 30, 2002 $111,900,000
September 30, 2002 $114,300,000
December 31, 2002 $117,200,000
March 31, 2003 $118,600,000
June 30, 2003 $120,300,000
September 30, 2003 $122,100,000
December 31, 2003 $124,200,000
March 31, 2004 $125,700,000
June 30, 2004 $127,500,000
September 30, 2004 $129,400,000
December 31, 2004 $131,600,000
March 31, 2005 $132,600,000
June 30, 2005 $133,900,000".
2. The table appearing in Section 8.10 of the Credit Agreement
is hereby deleted in its entirety and the following new table is hereby inserted
in lieu thereof:
"DATE RATIO
---- -----
December 31, 1999 2.30:1.00
March 31, 2000 2.10:1.00
June 30, 2000 2.20:1.00
September 30, 2000 2.25:1.00
December 31, 2000 2.30:1.00
March 31, 2001 2.40:1.00
June 30, 2001 2.50:1.00
September 30, 2001 2.60:1.00
December 31, 2001 2.70:1.00
March 31, 2002 3.00:1.00
June 30, 2002 3.10:1.00
September 30, 2002 3.25:1.00
December 31, 2002 3.35:1.00
March 31, 2003 3.50:1.00
June 30, 2003 3.65:1.00
September 30, 2003 3.70:1.00
December 31, 2003 3.75:1:00
March 31, 2004 4.05:1.00
June 30, 2004 4.15:1.00
September 30, 2004 4.20:1.00
December 31, 2004 4.25:1.00
March 31, 2005 4.50:1.00
June 30, 2005 4.75:1.00".
3. The table appearing in Section 8.11 of the Credit Agreement
is hereby deleted in its entirety and the following new table is hereby inserted
in lieu thereof:
"FISCAL QUARTER ENDING RATIO
--------------------- -----
December 31, 1999 4.50:1.00
March 31, 2000 4.80:1.00
June 30, 2000 4.50:1.00
September 30, 2000 4.40:1.00
December 31, 2000 4.30:1.00
March 31, 2001 4.10:1.00
June 30, 2001 3.90:1.00
September 30, 2001 3.80:1.00
December 31, 2001 3.60:1.00
March 31, 2002 3.20:1.00
June 30, 2002 3.10:1.00
September 30, 2002 2.95:1.00
December 31, 2002 2.85:1.00
March 31, 2003 2.75:1.00
June 30, 2003 2.65:1.00
September 30, 2003 2.55:1.00
December 31, 2003 2.50:1.00
March 31, 2004 2.40:1.00
June 30, 2004 2.35:1.00
September 30, 2004 2.30:1.00
December 31, 2004 2.25:1.00
March 31, 2005 2.05:1.00
June 30, 2005 1.75:1.00".
4. Section 10 of the Credit Agreement is hereby amended by
deleting the definitions of "Applicable Base Rate Margin" and "Applicable
Eurodollar Margin" appearing therein in their entirety and inserting the
following new definitions of "Applicable Base Rate Margin" and "Applicable
Eurodollar Margin" in lieu thereof:
"Applicable Base Rate Margin" shall mean (i) in the case of A
Term Loans and Revolving Loans, 1.75%, less the Applicable Performance
Discount, if any, and (ii) in the case of B Term Loans, C Term Loans
and D Term Loans, 2.25%.
"Applicable Eurodollar Margin" shall mean (i) in the case of A
Term Loans and Revolving Loans, 3.00%, less the Applicable Performance
Discount, if any, and (ii) in the case of B Term Loans, C Term Loans
and D Term Loans, 3.50%.
5. Holdings, the Borrower and the Banks hereby agree that
retroactive effect shall be given to the modifications to the definitions of
"Applicable Base Rate Margin" and "Applicable Eurodollar Rate Margin" provided
for in Section 4 of this Amendment as if such modifications had occurred on
December 22, 1999.
6. In order to induce the Banks to enter into this Amendment,
each of Holdings and the Borrower hereby represents and warrants that (i) other
than the receipt by the Borrower of a Warning Letter attached hereto as Exhibit
A, the representations, warranties and agreements contained in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects on and as of the Amendment Effective Date (as defined below), after
giving effect to this Amendment, and (ii) there exists no Default or Event of
Default on the Amendment Effective Date, after giving effect to this Amendment.
7. 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.
8. 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 Holdings, the Borrower and the Agents.
9. 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.
10. This Amendment shall become effective on the date (the
"Amendment Effective Date") when (i) each of Holdings, the Borrower, the Agents
and the Required Banks shall have signed a counterpart hereof (whether the same
or different
counterparts) and shall have delivered (including by way of telecopier) the
same to the Administrative Agent at the Notice Office and (ii) thereafter the
Borrower shall have paid to the Administrative Agent for the account of each
Bank that has executed a counterpart hereof and delivered same to the
Administrative Agent at the Notice Office on or prior to 5:00 P.M. (New York
time) on February 11, 2000, an amendment fee equal to 0.25% of the sum of
such Bank's outstanding A Term Loans, B Term Loans, C Term Loans, D Term
Loans and Revolving Loan Commitments, in each case at such time.
11. From and after the Amendment Effective Date, all
references in the Credit Agreement and in the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
ALARIS MEDICAL, INC.
By:
------------------------------
Name:
Title:
ALARIS MEDICAL SYSTEMS, INC.
By:
------------------------------
Name:
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By:
------------------------------
Name:
Title:
PARIBAS,
Individually and as Documentation Agent
By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
PARIBAS CAPITAL FUNDING
By:
------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
------------------------------
Name:
Title:
IBJ WHITEHALL BANK & TRUST COMPANY
By:
------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By:
------------------------------
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By:
------------------------------
Name:
Title:
ML CBO IV (Cayman) Ltd.
By: Highland Capital Management L.P.,
as Collateral Manager
By:
------------------------------
Name:
Title:
XXXXXXX NATIONAL LIFE INSURANCE COMPANY
By: PPM America, Inc., as attorney in fact,
on behalf of Xxxxxxx National Life
Insurance Company
By:
------------------------------
Name:
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company, its
Investment Manager
By:
------------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By:
------------------------------
Name:
Title:
OCTAGON INVESTMENT PARTNERS II
By: Octagon Credit Investors, LLC, as
Subinvestment Manager
By:
------------------------------
Name:
Title:
OCTOGAN LOAN TRUST
By: Octagon Credit Investors, as Manager
By:
------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital, as Portfolio Advisor
By:
------------------------------
Name:
Title:
PRIME INCOME TRUST
By:
------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By:
------------------------------
Name:
Title:
COMMERCIAL LOAN FUNDING TRUST I
By: Xxxxxx Commercial Paper Inc., not in single
capacity but solely as Administrative Agent
By:
------------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.,
as Collateral Manager
By:
------------------------------
Name:
Title:
XXX CAPITAL FUNDING L.P.
By: Highland Capital Management, L.P.,
as Collateral Agent
By:
------------------------------
Name:
Title:
KZH CRESCENT-3 LLC
By:
------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:
------------------------------
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management,
as Investment Advisor
By:
------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management,
as Investment Advisor
By:
------------------------------
Name:
Title:
TRANSAMERICA BUSINESS CREDIT CORPORATION
By:
------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By:
------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, LP
By: Indosuez Capital as Portfolio Advisor
By:
------------------------------
Name:
Title:
XXXXXXX XXXXX DEBT STRATEGIES FUND III, INC.
By:
------------------------------
Name:
Title:
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: TCW Asset Management Company, its
Investment Manager
By:
------------------------------
Name:
Title:
SEQUILS I LTD
By: TCW Asset Management Company, its
Investment Manager
By:
------------------------------
Name:
Title:
