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PARENT JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Agreement"), dated as of April 17, 2000, is by
and between AMERICAN MEDICAL SYSTEMS, HOLDINGS, INC., a Delaware corporation,
(the "Parent"), and BANK OF AMERICA, N. A., in its capacity as Agent under that
certain Credit Agreement (as it may be amended, modified, restated or
supplemented from time to time, the "Credit Agreement"), dated as of March 24,
2000, by and among AMERICAN MEDICAL SYSTEMS, INC., a Delaware corporation (the
"Borrower"), the Guarantors, the Lenders and Bank of America, N. A., as Agent.
All of the defined terms in the Credit Agreement are incorporated herein by
reference.
The Credit Parties are required by Section 5.2 of the Credit Agreement to
cause the Parent to become a "Guarantor" on or prior to the Initial Funding
Date.
Accordingly, the Parent hereby agrees as follows with the Agent, for the
benefit of the Lenders:
1. The Parent hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the Parent will be deemed to be a party to the
Credit Agreement and the "Parent" and a "Guarantor" for all purposes of the
Credit Agreement, and shall have all of the obligations of the Parent and a
Guarantor thereunder as if it had executed the Credit Agreement. The Parent
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the
terms, provisions and conditions applicable to the Parent and the Guarantors
contained in the Credit Agreement. Without limiting the generality of the
foregoing terms of this paragraph 1, the Parent hereby jointly and severally
together with the other Guarantors, guarantees to each Lender and the Agent, as
provided in Section 4 of the Credit Agreement, the prompt payment and
performance of the Credit Party Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in
accordance with the terms thereof.
2. The Parent hereby acknowledges, agrees and confirms that it shall
execute the Security Agreement on or prior to the Initial Funding Date. The
Parent hereby represents and warrants to the Agent that:
(i) The Parent's chief executive office and chief place of business
are (and for the prior four months have been) located at the locations set
forth on Schedule 6.20(c) of the Credit Agreement and the Parent keeps its
books and records at such locations.
(ii) The location of all Collateral owned by the Parent is as shown
on Schedule 6.20(b) of the Credit Agreement.
(iii) The Parent's legal name is as shown in this Agreement and the
Parent has not in the past four months changed its name, been party to a
merger, consolidation or other change in structure or used any tradename
except as set forth in Schedule 6(c) to the Security Agreement.
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(iv) The patents and trademarks listed on Schedule 6.17 of the
Credit Agreement constitute all of the registrations and applications for
the patents and trademarks owned by the Parent.
3. The Parent hereby acknowledges, agrees and confirms that it shall
execute the Pledge Agreement on or prior to the Initial Funding Date.
4. The address of the Parent for purposes of all notices and other
communications is 00000 Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxx 00000-0000, Attention
of Xxxx Xxxxxx (Facsimile No. (000) 000-0000).
5. The Parent hereby waives acceptance by the Agent and the Lenders of
the guaranty by the Parent under Section 4 of the Credit Agreement upon the
execution of this Agreement by the Parent.
6. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute one contract.
7. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Parent has caused this Joinder Agreement to be duly
executed by its authorized officers, and the Agent, for the benefit of the
Lenders, has caused the same to be accepted by its authorized officer, as of the
day and year first above written.
AMERICAN MEDICAL SYSTEMS,
HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President-Finance
Treasurer and Chief Financial
Officer
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Acknowledged and accepted:
BANK OF AMERICA, N. A., as Agent
By: /s/ Xxxx X. X'Xxxxx
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Name: Xxxx X. X'Xxxxx
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Title: Managing Director
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