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March 24, 2000
Bank of America, N.A., as Agent
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Dear Sir or Madam:
Reference is made to the Credit Agreement dated as of March 24, 2000 among
American Medical Systems, Inc. (the "Borrower"), the guarantors party thereto,
the lenders party thereto and Bank of America, N.A., as agent (the "Credit
Agreement"). Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement or the Warburg Guaranty, as
applicable. As an inducement to the Agent and the Lenders to enter into the
Credit Agreement and make the extensions of credit thereunder, the parties
hereto agree with the Agent, for the benefit of each of the Lenders, as follows:
1. Upon the execution of the Warburg Guaranty, the definition of
Guaranteed Obligations appearing in the Warburg Guaranty is amended as
follows:
"Guaranteed Obligations" means, without duplication, all of the
obligations (including, but not limited to, in respect of interest accruing
after the occurrence of a Bankruptcy Event, regardless of whether such
interest is an allowed claim under the Bankruptcy Code) of the Borrower to
the Lenders (including the Issuing Lender) and the Agent, whenever arising,
under (i) Sections 2.1, 2.2, 2.4, 3.5(a) and 3.5(b) of the Credit
Agreement, the Revolving Notes and the Tranche B Term Notes and (ii) to the
extent relating to the payment of principal, interest, fees or other
amounts payable in respect of Revolving Loans, Letters of Credit, LOC
Obligations or the Tranche B Term Loan, Sections 3.1, 3.3(b), 3.5(b), 3.6,
3.8, 3.9, 3.11, 3.12 or 11.5 of the Credit Agreement. Notwithstanding the
foregoing, (a) if Consolidated EBIDTA for the 12 month period ending
December 31, 1999 is equal to or greater than $21,000,000 but less than
$21,700,000, the Warburg Guarantors agree that $5,000,000 of the
outstanding principal amount of the Tranche A Term Loan shall be converted
into a Tranche B Term Loan, and the aggregate outstanding principal amount
of the Tranche B Term Loan shall be increased by $5,000,000; or (b) if
Consolidated EBIDTA for the 12 month period ending December 31, 1999 is
less than $21,000,000, the Warburg Guarantors agree that the entire
outstanding principal amount of the Tranche A Term Loan shall be converted
into a Tranche B Term Loan, and the aggregate outstanding principal amount
of the Tranche B Term Loan shall be increased by the principal amount of
the Tranche A Term Loan so converted, provided, however, the amount of the
Tranche A Term Loans so converted shall amortize on the same basis as if
such conversion had not occurred as provided in Section 2.3(d) of the
Credit Agreement. Any Tranche A Term Loan converted into a Tranche B Term
Loan and the related amounts described in clause (ii) of the first sentence
of this definition with respect to such converted Tranche A Term Loans,
shall constitute Guaranteed Obligations.
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2. The Warburg Guarantors and the Credit Parties agree to execute
such amendments, agreements and other documents, including, without
limitation, the delivery of new or replacement Notes, as are necessary to
effect the intent of this letter.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS LETTER AND
THE AGREEMENTS CONTAINED HEREIN AUTOMATICALLY SHALL TERMINATE, AND THE AMENDMENT
TO THE DEFINITION OF "GUARANTEED OBLIGATIONS" EFFECTED HEREBY AUTOMATICALLY
SHALL BE CANCELLED, AT SUCH TIME AS THE BORROWER DELIVERS TO THE AGENT THE
AUDITED FINANCIAL STATEMENTS OF THE CONSOLIDATED PARTIES FOR THE 12 MONTH PERIOD
ENDING DECEMBER 31, 1999 DEMONSTRATING THAT CONSOLIDATED EBITDA FOR SUCH PERIOD
IS AT LEAST $21,700,000.
This agreement shall be governed by the laws of the State of New York.
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IN WITNESS WHEREOF, each of the undersigned WPEP Entities has caused this
Agreement to be duly executed and delivered as of the day and year above
written.
WARBURG, XXXXXX EQUITY PARTNERS, L.P.,
a Delaware limited partnership
By: X.X. Xxxxxxx, Xxxxxx & Co., LLC, a New York
limited liability company, its manager
By: /s/ Xxxxxxxxx Xxxxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxxxx
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Title: Managing Director
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WARBURG, XXXXXX NETHERLANDS
EQUITY PARTNERS I, C.V.,
a commanditaire vennootschap (limited partnership)
established under the laws of the Netherlands
By: X.X. Xxxxxxx, Xxxxxx & Co., LLC, a New York
limited liability company, its manager
By: /s/ Xxxxxxxxx Xxxxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxxxx
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Title: Managing Director
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WARBURG, XXXXXX NETHERLANDS
EQUITY PARTNERS II, C.V.,
a commanditaire vennootschap (limited partnership)
established under the laws of the Netherlands
By: X.X. Xxxxxxx, Xxxxxx & Co., LLC, a New York
limited liability company, its manager
By: /s/ Xxxxxxxxx Xxxxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxxxx
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Title: Managing Director
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WARBURG, XXXXXX NETHERLANDS
EQUITY PARTNERS III, C.V.,
a commanditaire vennootschap (limited partnership)
established under the laws of the Netherlands
By: X.X. Xxxxxxx, Xxxxxx & Co., LLC, a New York
limited liability company, its manager
By: /s/ Xxxxxxxxx Xxxxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxxxx
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Title: Managing Director
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ACCEPTED:
BANK OF AMERICA, N.A.,
as Agent
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
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ACCEPTED AND AGREED:
AMERICAN MEDICAL SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President - Finance,
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Treasurer and Chief
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Financial Officer
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INFLUENCE, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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