THIRD AMENDMENT TO CREDIT AGREEMENT
THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of January 8, 1998, among DADE BEHRING HOLDINGS, INC. ("Holdings"),
DADE INTERNATIONAL 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:
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:
1. Amendments to Credit Agreement.
1. 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
by inserting in lieu thereof the following new definitions:
"Applicable Base Rate Margin" shall mean (i) in the case of
A Term Loans and Revolving Loans, 1.25%, less the then applicable
Interest Reduction Discount, if any, (ii) in the case of B Term
Loans, 1.50%, (iii) in the case of C Term Loans, 1.75% and (iv) in
the case of D Term Loans, 2.00%; provided that effective for the
period from and including the Third Amendment Effective Date to and
including April 30, 1998, the Applicable Base Rate Margin shall
mean (i) in the case of A Term Loans and Resolving Loans, 1.00%,
(ii) in the case of B Term Loans, 1.00%, (iii) in the case of
C Term Loans, 1.00% and (iv) in the case of D Term Loans, 1.00%.
"Applicable Eurodollar Margin" shall mean (i) in the case of
A Term Loans and Revolving Loans, 2.25%, less the then applicable
Interest Reduction Discount, if any, (ii) in the case of B Term
Loans, 2.50%, (iii) in the case of C Term Loans, 2.75% and (iv) in
the case of D Term Loans, 3.00%; provided that effective for the
period from and including the Third Amendment Effective Date to and
including April 30, 1998, the Applicable Eurodollar Margin shall
mean (i) in the case of A Term Loans and Resolving Loans, 2.00%,
(ii) in the case of B Term Loans, 2.00%, (iii) in the case of
C Term Loans, 2.00% and (iv) in the case of D Term Loans, 2.00%.
2. Section 10 of the Credit Agreement is hereby amended by
inserting therein in appropriate alphabetical order the following new
definition:
"Third Amendment Effective Date" shall have the meaning
provided in the Third Amendment, dated as of January ____, 1998, to
this Agreement.
II. Miscellaneous Provisions.
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 Third
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 Third 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 Third 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.
5. This Amendment shall become effective on the date (the
"Third 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 Third 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.
* * *
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/
Name: Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
DADE INTERNATIONAL INC.
By/s/
Name: Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
BANKERS TRUST COMPANY,
Individually, as Agent
and as Collateral Agent
By/s/
Name: Xxxx Xxx Xxxxx
Title: Managing Director
THE BANK OF NOVA SCOTIA
By/s/
Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By/s/
Name: Xxxx X. Xxxxxxx
Title: Vice President
BANKBOSTON, N.A.
By/s/
Name: Xxxxx X. Xxxxxx
Title Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By/s/
Name: Xxxxx Xxxxxxxxxxx
Title: Duly Authorized Signatory
SANWA BUSINESS CREDIT
By/s/
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
ABN AMRO BANK N.V., Chicago Branch
By/s/
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By/s/
Name: Xxxx X. Xxxxxxxxx
Title: Group Vice President
CREDIT AGRICOLE INDOSUEZ
By/s/
Name: Xxxxx Xxxxx, F.V.P.
Title: Head of Corporate Banking Chicago
By/s/
Name: Xxxxxxxxx X. Xxxxxx
Title: First Vice President
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO, a Unit of The Chase
Manhattan Bank
By/s/
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
CITIBANK, N.A.
By/s/
Name: Xxxx X. Xxxxxxxxxxx
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.
By TCW Asset Management Company,
its Investment Manager
By/s/
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
STRATA FUNDING LTD.
By/s/
Name:
Title:
CERES FINANCE LTD.
By/s/
Name:
Title:
AERIES FINANCE LTD.
By/s/
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
CAPTIVA FINANCE LTD.
By/s/
Name:
Title:
CAPTIVA II FINANCE LTD.
By/s/
Name:
Title:
CITY NATIONAL BANK
By/s/
Name:
Title:
ROYALTON COMPANY,
By Pacific Investment Management Company
as its Investment Advisor
By/s/
Name: Xxxxxxx Xxxxxxx
Title: Vice President
FIRST NATIONAL BANK OF CHICAGO
By/s/
Name: Xxxxxxxxxxx Xxxxxxxx
Title: Vice President
FLOATING RATE PORTFOLIO
By: Chancellor LGT - Senior Secured
Managment, Inc., as Attorney-in-Fact
By/s/
Name: Xxxxxxxxxxx X. Xxxxx
Title: Managing Director
KEYPORT LIFE INSURANCE COMPANY
By: Chancellor LGT - Senior Secured
Managment, Inc., as Investment Advisor
By/s/
Name: Xxxxxxxxxxx X. Xxxxx
Title: Managing Director
DAI-ICHI KANGYO BANK LTD.
By/s/
Name: T. Teramure
Title: Vice President
PRIME INCOME TRUST
By/s/
Name: Xxxxxx Xxxxxxx
Title: S.V.P. Portfolio Manager
THE FUJI BANK, LIMITED
By/s/
Name: Xxxxx X. Xxxxxxxx
Title: Joint General Manager
XXXXXXX XXXXX
SENIOR FLOATING RATE FUND, INC.
By/s/
Name: R. Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
ML CBO IV (CAYMAN) LTD.
By Protective Asset Management Company
as Collateral Manager
By/s/
Name: Xxxxx Xxxxxxx CFA, CPA
Title: President
NORTHWESTERN MUTUAL LIFE
By/s/
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
PILGRIM AMERICA PRIME RATE TRUST
By/s/
Name:
Title:
SAKURA BANK LTD.
By/s/
Name: Xxxxxxxx Xxxxxxxx
Title: Joint General Manager
SOCIETE GENERALE
By/s/
Name: Xxxxxx X. Xxxxxxx
Title: Associate
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
By/s/
Name:
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By/s/
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
IMPERIAL BANK
By/s/
Name: Xxx Xxxxxxx
Title: Senior Vice President
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management L.P.,
as Investment Advisor
By/s/
Name: R. Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
SENIOR HIGH INCOME PORTFOLIO, INC.
By/s/
Name: R. Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management L.P.,
as Investment Advisor
By/s/
Name: R. Xxxxxxx Xxxxxxxxx
Title: Authorized Signatory
