Exhibit 10.2 SIXTH AMENDMENT TO CREDIT AGREEMENT ----------------------------------- SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 30, 1998, among DADE BEHRING HOLDINGS, INC. ("Holdings"), DADE BEHRING INC. (the...
Exhibit 10.2
SIXTH AMENDMENT TO CREDIT AGREEMENT
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SIXTH 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 10 of the Credit Agreement is hereby amended by deleting
the date "April 30, 1998" appearing in the definitions of "Applicable Base Rate
Margin" and "Applicable Eurodollar Margin" and by inserting in lieu thereof the
date "October 31, 1998."
II. 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 Sixth 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 Sixth 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
Sixth 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 as of April 30, 1998 on the
date (the "Sixth Amendment Effective Date") when each of Holdings, the Borrower
and the 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 Sixth 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 amended
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: Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
DADE BEHRING INC.
By/s/
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Name: Xxxxx X. Xxxxxx
Title: Vice President & Treasurer
BANKERS TRUST COMPANY,
Individually, as Agent
and as Collateral Agent
By/s/
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Name: Xxxxxxx XxXxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By/s/
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Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By/s/
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Name: Xxxx X. Xxxxxxx
Title: Vice President
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BANKBOSTON, N.A.
By/s/
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Name: Xxxxx X. Xxxxxx
Title Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/
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Name: Xxxxx Xxxxxxxxxxx
Title: Duly Authorized Signatory
SANWA BUSINESS CREDIT
By/s/
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Name: Xxxxxxx Xxxxxxxx
Title: Vice President
ABN AMRO BANK N.V., Chicago Branch
By/s/
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
By/s/
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Name: Xxxxxxx X. McGulgan
Title: Group Vice President & Director
CREDIT AGRICOLE INDOSUEZ
By/s/
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Name: Xxxxx Xxxxx, F.V.P.
Title: Head of Corporate Banking Chicago
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By/s/
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Name: Xxxxxxxxx X. Xxxxxx
Title: First Vice President
OCTAGON LOAN TRUST
By: Octagon Credit Investors, its Manager
By/s/
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Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
CITIBANK, N.A.
By/s/
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Name: Xxxxxx Xxxxxxx
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:
STRATA FUNDING LTD.
By/s/
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Name: Xxxx X. Xxxxxxxxx
Title: Director
CERES FINANCE LTD.
By/s/
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Name: Xxxx X. Xxxxxxxxx
Title: Director
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AERIES FINANCE LTD.
By/s/
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Name: Xxxxxx Xxx Xxxxxxx
Title: Director
CAPTIVA FINANCE LTD.
By/s/
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Name: Xxxx X. Xxxxxxxxx
Title: Director
CAPTIVA II FINANCE LTD.
By/s/
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Name: Xxxx X. Xxxxxxxx
Title: Director
CITY NATIONAL BANK
By/s/
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Name: Xxxxxxx X. Xxxxxxx
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: Xxxxxxx X. Xxxx
Title: Senior Vice President
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FIRST NATIONAL BANK OF CHICAGO
By/s/
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Name: Xxxxxxx X. Xxxxx
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: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
KEYPORT LIFE INSURANCE COMPANY
By: Xxxxx, Xxx & Xxxxxxx, as Investment
Advisor
By/s/
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Name: Xxxxx X. Good
Title: Vice President as Portfolio Manager
DAI-ICHI KANGYO BANK LTD.
By/s/
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Name: Xxxxx Xxxxxx
Title: Vice President
PRIME INCOME TRUST
By/s/
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Name:
Title:
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THE FUJI BANK, LIMITED
By/s/
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Name: Xxxxx X. Xxxxxxxx
Title: Joint General Manager
XXXXXXX XXXXX
SENIOR FLOATING RATE FUND, INC.
By/s/
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Name: Xxxxxx Xxxxxxxx, CFA
Title: Authorized Signatory
ML CBO IV (CAYMAN) LTD.
By Protective Asset Management Company
as Collateral Manager
By/s/
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Name: Xxxxx Xxxxxxx CFA, CPA
Title: President
Protective Asset Management Company
NORTHWESTERN MUTUAL LIFE
By/s/
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Name:
Title:
PILGRIM AMERICA PRIME RATE TRUST
By: PILGRIM AMERICA INVESTMENTS,
INC., as its Investment Manager
By/s/
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Name: Xxxxxxx X. Bacevica
Title: Vice President
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SAKURA BANK LTD.
By/s/
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Name: Xxxxxxxx Xxxxxxxx
Title: Joint General Manager
SOCIETE GENERALE
By/s/
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Name: Xxxx X. Xxxxx
Title: Director
SOUTHERN PACIFIC BANK
By/s/
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Name: Xxxxx Xxxxxxxx
Title: Vice President
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By/s/
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Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
IMPERIAL BANK
By/s/
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Name: Xxx Xxxxxxx
Title: Senior Vice President
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management L.P.,
as Investment Advisor
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By/s/
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Name: Xxxxxx Xxxxxxxx, CFA
Title: Authorized Signatory
SENIOR HIGH INCOME PORTFOLIO, INC.
By/s/
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Name:
Title:
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management L.P.,
as Investment Advisor
By/s/
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Name: Xxxxxx Xxxxxxxx, CFA
Title: Authorized Signatory
AG CAPITAL FUNDING PARTNERS, L.P.
By: Xxxxxx, Xxxxxx & Co., L.P., as
Investment Advisor
By/s/
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Name: Xxxx Xxxxxx
Title: Chief Financial Officer
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