Exhibit (4)
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT (the "Second Amendment") dated
as of October 20, 1995 is to that Credit Agreement dated as
of April 29, 1994 as amended by that First Amendment dated
as of February 28, 1995 (as amended and modified thereby and
hereby and as further amended and modified from time to time
hereafter, the "Credit Agreement"; terms used but not
otherwise defined herein shall have the meanings assigned in
the Credit Agreement), by and among XXXXX & MINOR, INC., a
Virginia corporation (formerly known as O & M Holding, Inc.)
(the "Borrower"), CERTAIN OF ITS SUBSIDIARIES identified as
a "Guarantor" in the definition thereof and on the signature
pages hereof (hereinafter sometimes referred to individually
as a "Guarantor" and collectively as the "Guarantors"), the
various banks and lending institutions identified on the
signature pages hereto (each a "Bank" and collectively, the
"Banks"), NATIONSBANK, N.A. (formerly known as NationsBank
of North Carolina, N.A.) as agent (in such capacity, the
"Agent"), CHEMICAL BANK and CRESTAR BANK as co-agents (in
such capacity, the "Co-Agents") and NATIONSBANK, N.A.
(formerly known as NationsBank of North Carolina, N.A.) as
administrative agent for the Banks (in such capacity, the
"Administrative Agent").
W I T N E S S E T H
WHEREAS, the Banks have established a $425,000,000
credit facility for the benefit of the Borrower pursuant to
the terms of the Credit Agreement;
WHEREAS, the Borrower has requested modification of
certain covenants contained in the Credit Agreement; and
WHEREAS, the Required Banks have agreed to the
requested modifications for and on behalf of the Banks on
the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
A. The Credit Agreement is amended in the following
respects:
1. The following definitions in Section 1.01
are amended and modified to read as follows:
"Consolidated Operating EBITDA" means, for the
applicable period ending as of a Determination Date,
the sum of Consolidated Net Income plus (to the extent
deducted in determining Consolidated Net Income)
(i) all provisions for any Federal, state
or other income taxes,
(ii) depreciation, amortization and other
non-cash charges, including without limitation
any accrual necessary for purposes of conforming
with Financial Accounting Standards Board
Statement Number 106 (as defined by generally
accepted accounting principles) to the extent
that the accrued portion thereof constitutes a
non-cash charge,
(iii) Interest Expense, and
(iv) restructuring costs taken in fiscal
year 1995,
for the Borrower and its Restricted Subsidiaries on a
consolidated basis determined in accordance with
generally accepted accounting principles.
"Eligible Inventory" means, as of any date of
determination, the aggregate book value (based on a
FIFO valuation) of all inventory of the Credit Parties
on a consolidated basis after deducting allowances or
reserves relating thereto, as shown on the books and
records of the Credit Parties.
2. The table in Section 2.05, regarding the
Applicable Margin, is amended and modified to read as
follows:
Applicable Margin
Eurodollar Loans and Base Rate
Consolidated Total Fed Fund Swingline Loan Loan
Debt to Consolidated
Capitalization Fixed Charge Coverage Ratio:
Ratings Ratio <1.0:1.0 =>1.0:1.0
>=60% 1.125% 1.125% .25%
BB/Ba2 <60% but >=55% 1.000% 1.000% .25%
BB+/Ba1 <55% but >=50% 1.000% .875% 0%
BBB-/Baa3 <50% but >=45% 1.000% .750% 0%
BBB/Baa2 <45% but >=40% 1.000% .625% 0%
BBB+/Baa1 <40% 1.000% .500% 0%
3. Subsections (d) and (e) of Section 6.11,
regarding the Leverage Ratio and Fixed Charge Coverage
Ratio, are amended and modified and a new subsection (f) is
added to Section 6.11, regarding Operating EBITDA,to read as
follows:
(d) Leverage Ratio. On each Determination Date the
ratio of Consolidated Total Debt to Consolidated Total
Capitalization will not exceed:
Leverage Ratio
From the Closing Date through
and including the fiscal
quarter ending on
June 30, 1996 .65 to 1.0
Thereafter .60 to 1.0
(e) Fixed Charge Coverage Ratio. As of each
Determination Date for the Applicable Period set forth
below, the Fixed Charge Coverage Ratio will not be less
than:
Fixed Charge
Coverage Ratio
For the fiscal quarter ending
on September 30, 1995 1.0 to 1.0
For the fiscal quarter ending
on December 31, 1995 .80 to 1.0
For the fiscal quarter ending
on March 31, 1996 .75 to 1.0
For the fiscal quarter ending
on June 30, 1996 .70 to 1.0
For the fiscal quarter ending
on September 30, 1996 .90 to 1.0
For the fiscal quarter ending
on December 31, 1996 through
and including the fiscal
quarter ending on June 30, 1997 1.15 to 1.0
For the fiscal quarter ending
on September 30, 1997 and
thereafter 1.25 to 1.0
The Applicable Period for which the Fixed Charge Coverage
Ratio shall be determined shall be for the period of four
consecutive fiscal quarters ending as of the Determination
Date, except that determination of current maturities of
Funded Debt and current maturities of Capitalized Leases
under subsection (iii) of the definition of Consolidated
Fixed Charges shall be for a period of four consecutive
quarters beginning on the Determination Date.
(f) Consolidated Operating EBITDA. As of each
Determination Date to occur during the period from October
20, 1995 (being the date of the Second Amendment to Credit
Agreement) through December 31, 1996 (being the last day of
the Borrower's fiscal year 1996), Consolidated Operating
EBITDA for the fiscal quarter then ending will not be less
than:
For the Fiscal Quarter
Ending
December 31, 1995 $ 9,500,000
March 31, 1996 $17,000,000
June 30, 1996 $17,500,000
September 30, 1996 $18,000,000
December 31, 1996 $19,000,000
B. The Borrower agrees to pay in connection with
this Second Amendment a non-refundable fee of $425,000
(representing 10 b.p. on the aggregate amount of the
Revolving Commitments) to the Agent for the ratable benefit
of the Banks.
C. The Borrower hereby represents and warrants that:
(i) any and all representations and warranties
made by the Borrower and contained in the Credit
Agreement (other than those which expressly relate to
a prior period) are true and correct in all material
respects as of the date of this Second Amendment; and
(ii) No Default or Event of Default currently
exists and is continuing under the Credit Agreement as
of the date of (after giving effect to) this Second
Amendment.
D. This Second Amendment shall not be effective
until receipt by the Administrative Agent of the following
in form and substance satisfactory to the Banks:
1. Executed Documents. Executed copies of
this Second Amendment and related documentation by the
Borrower, the Guarantors and the Required Banks.
2. Legal Opinions. Legal opinions of Drew
St.X. Xxxxxxx, Esq., Senior Vice President and
Corporate Counsel of the Borrower, and Hunton &
Xxxxxxxx, special counsel to the Borrower and the
Guarantors, addressed to the Administrative Agent and
the Banks in form acceptable to the Administrative
Agent and the Required Banks.
3. Other Information. Such other information
and documents as the Administrative Agent may
reasonably request.
E. The Borrower will execute such additional
documents as are reasonably requested by the Administrative
Agent to reflect the terms and conditions of this Second
Amendment.
F. Except as modified hereby, all of the terms and
provisions of the Credit Agreement (and Schedules) remain in
full force and effect.
G. The Borrower agrees to pay all reasonable costs
and expenses in connection with the preparation, execution
and delivery of this Second Amendment, including without
limitation the reasonable fees and expenses of Xxxxx & Xxx
Xxxxx, PLLC, special counsel to the Administrative Agent.
H. This Second Amendment may be executed in any
number of counterparts, each of which when so executed and
delivered shall be deemed an original and it shall not be
necessary in making proof of this Second Amendment to
produce or account for more than one such counterpart.
I. This Second Amendment and the Credit Agreement,
as amended hereby, shall be deemed to be contracts made
under, and for all purposes shall be construed in accordance
with the laws of the Commonwealth of Virginia.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this Second Amendment to Credit
Agreement to be duly executed under seal and delivered as of
the date and year first above written.
BORROWER:
XXXXX & MINOR, INC.,
a Virginia corporation
(formerly known as O & M
Holding, Inc.)
By____________________________
Title_________________________
GUARANTORS:
XXXXX & MINOR MEDICAL, INC.
a Virginia corporation
(formerly known as Xxxxx &
Minor, Inc.)
By____________________________
Title_________________________
NATIONAL MEDICAL SUPPLY
CORPORATION
a Delaware corporation
By____________________________
Title_________________________
XXXXX & MINOR WEST, INC.
a California corporation
By____________________________
Title_________________________
KOLEY'S MEDICAL SUPPLY, INC.
a Nebraska corporation
By____________________________
Title_________________________
Signature Pages to
Xxxxx & Minor, Inc. Second Amendment
XXXXX PHYSICIAN SUPPLY COMPANY
an Ohio corporation
By____________________________
Title_________________________
X. XXXXXXX & COMPANY
a Michigan corporation
By____________________________
Title_________________________
STUART MEDICAL, INC.
a Pennsylvania corporation
By____________________________
Title_________________________
BANKS:
NATIONSBANK, N.A.,
individually in its capacity
as a Bank and in its capacity
as Agent and Administrative
Agent (formerly known as
NationsBank, N.A. (Carolinas)
which was formerly known as
NationsBank of North Carolina,
N.A.)
By____________________________
Xxxxxxx X. Xxxxx,
Vice President
CHEMICAL BANK,
individually in its capacity
as a Bank and in its capacity
as a Co-Agent
By
Title
CRESTAR BANK,
individually in its capacity
as a Bank and in its capacity
as a Co-Agent
By
Title
Signature Pages to
Xxxxx & Minor, Inc. Second Amendment
BANK OF AMERICA NT & SA
By____________________________
Title_________________________
THE BANK OF NOVA SCOTIA
By____________________________
Title_________________________
FIRST UNION NATIONAL BANK OF
VIRGINIA
By____________________________
Title_________________________
PNC BANK, NATIONAL ASSOCIATION
By____________________________
Title_________________________
BANK OF MONTREAL
By____________________________
Title_________________________
THE BANK OF NEW YORK
By____________________________
Title_________________________
MELLON BANK, N.A.
By____________________________
Title_________________________
NATWEST BANK N.A. (formerly
known as National Westminster
Bank USA)
By____________________________
Title_________________________
Signature Pages to
Xxxxx & Minor, Inc. Second Amendment
NBD BANK
By____________________________
Title_________________________
THE SANWA BANK LTD.
By____________________________
Title_________________________
SHAWMUT BANK CONNECTICUT N.A.
By____________________________
Title_________________________
SIGNET BANK/VIRGINIA
By____________________________
Title_________________________
WACHOVIA BANK OF NORTH
CAROLINA, N.A.
By____________________________
Title_________________________
