Exhibit 4.7
FIRST AMENDMENT OF CREDIT AGREEMENTS
Dated: , 1996
This sets forth the First Amendment of that certain Credit Agreement--
Term Loan Facility dated as of December 29, 1995 (the "Term Loan Agreement")
and that certain Credit Agreement-Revolving Credit Facility dated as of
December 29, 1995 (the "Revolving Credit Agreement") between THE CHASE
MANHATTAN BANK, NATIONAL ASSOCIATION ("Chase"), FLEET BANK ("Fleet"),
NATWEST BANK N.A. ("NatWest"), CREDIT LYONNAIS CAYMAN ISLAND BRANCH ("Credit
Lyonnais") and CONMED CORPORATION ("Borrower"). Hereafter, the Term Loan
Agreement and the Revolving Credit Agreement are sometimes referred to
collectively as the "Credit Agreements" and Chase, Fleet, NatWest and
Credit Lyonnais are sometimes referred to collectively as the "Banks." Terms
which are capitalized in this First Amendment and not otherwise defined
herein, and which are defined in the Credit Agreements, shall have the meanings
ascribed to them in the Credit Agreements.
RECITALS
A. The Term Loan Agreement provides for Term Loans to Borrower in the
aggregate amount of $65,000,000.00 and the Revolving Credit Agreement provides
for Revolving Credit Loans to Borrower in the aggregate amount of
$15,000,000.00.
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B. Borrower is in the process of preparing for a public offering of its
common shares ("Borrower's Public Offering") and Borrower anticipates that the
net proceeds of this offering will be at least $49,000,000.00. Borrower and
the Banks have agreed that the net proceeds of Borrower's Public Offering
will be applied against Loans made pursuant to the Credit Agreements and that
if the outstanding balance of the Loans under the Credit Agreements is reduced
by at least $49,000,000.00, any remaining balance under the Term Loan
Agreement shall be converted to a Revolving Credit Loan and the Commitments
for Loans under the Revolving Credit Agreement shall be increased to an
aggregate of $60,000,000.00.
C. In light of the anticipated reduction of its overall borrowings
from the Banks, Borrower has requested that the number of Banks be reduced
from four to three. Accordingly, assuming satisfaction of the conditions
precedent set forth below, NatWest will not be a party to the amended
credit facility.
D. Borrower and the Banks have also agreed to certain other changes
in the terms of the Loans as set forth in the Amended and Restated Credit
Agreement-Revolving Credit Facility attached as Exhibit A.
TERMS
NOW, THEREFORE, in consideration of the matters recited and the mutual
promises and undertakings herein, and for other good and valuable consideration
the receipt and sufficiency of which are acknowledged, Borrower and the Banks
hereby agree as follows:
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1. Prepayment of Loans. Notwithstanding the provisions of Section 2.06(c)
of the Term Loan Agreement and the Revolving Credit Agreement, Borrower and
the Banks agree that the entire proceeds of Borrower's Public Offering, less
fees and expenses incurred and less proceeds due to "Selling Shareholders" as
defined in Borrower's prospectus, shall be prepaid against the Loans as
provided in this Amendment (the "Prepayments"). Further, Section 2.08(b) of
the Credit Agreements notwithstanding, existing Fixed Rate Loans may be
prepaid other than on the last day of an Interest Period, but Borrower shall
be responsible for payment of any LIBOR breakage costs, fees or expenses
resulting from such prepayment of a Fixed Rate Loan.
2. Application of Prepayments. The Prepayments shall be applied first to
satisfy in full all Loans under the Credit Agreements made by NatWest. The
Commitments of NatWest shall thereupon terminate and NatWest shall no longer
be a party to the Credit Agreements. Further, NatWest shall return all
Promissory Notes, Security Agreements, and Guaranty's to Borrower marked
"paid" or "canceled." The then remaining balance of the Prepayments shall be
applied pro rata against the Term Loans made by each of the remaining Banks.
Any remaining balance after all amounts due the Banks under the Term Loan
Agreement shall be applied against Loans under the Revolving Credit Agreement.
3. Conversion to Revolving Credit Loans. After application of the Prepayments
provided for in paragraph 2, any remaining principal balance on the Term Loans
shall be converted to Revolving Credit Loans and the Term Loan Agreement shall
terminate automatically.
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4. Conditions Precedent. The effectiveness of this Amendment is subject to
the satisfaction of all conditions precedent set forth in Article 5 of the
Credit Agreement and to the satisfaction of the following additional conditions
precedent:
a. The net proceeds of Borrower's Public Offering shall be prepaid
against the Loans; and
b. The principal balance of all Loans under the Credit Agreements shall
be reduced by at least forty-nine million dollars ($49,000,000.00).
These conditions precedent must be satisfied in full by 5:00 p.m. on
May 1, 1996 or this Amendment shall be of no force and effect.
5. Amendment of Revolving Credit Agreement. Effective as of the Prepayments
and the satisfaction of the other conditions precedent, the Revolving Credit
Agreement shall automatically be amended as set forth in the attached Amended
and Restated Credit Agreement - Revolving Credit Facility.
6. Affirmation of Facility Documents. Except as hereby amended, the terms
of the Credit Agreements shall remain in full force and effect. Borrower hereby
reaffirms the Credit Agreements, as amended, and all of its obligations
thereunder as well as under all Notes, Security Agreements and other Facility
Documents.
7. Joinder By Subsidiaries. Borrowers has five subsidiaries: CONMED Andover
Medical, Inc., Consolidated Medical Equipment International, Inc., Aspen
Laboratories, Inc., Xxxxxxxx Medical Systems, Inc., and NDM, Inc. Each
Subsidiary is a Guarantor of all of Borrower's obligations to the Banks
pursuant to Unlimited Corporate Guaranty Agreements dated December 29, 1995,
and each Subsidiary has executed Guarantor's Security Agreements
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to secure payment and performance of its obligations under the Guaranties.
Each Guarantor executes this First Amendment to acknowledge and consent to
Borrower's execution and delivery of this First Amendment and the Amended and
Restated Credit Agreement-Revolving Credit Facility, and agrees that nothing
contained herein or therein shall be deemed to limit in any way its liability
under its Guaranty or Security Agreement. In addition, each Guarantor ratifies
and reaffirms its Guaranty and the other Facility Documents executed by the
Guarantor, and all obligations thereunder.
8. Counterparts. This Amendment and all documents relating to it may be
executed in counterparts, all of which taken together shall constitute one
and the same instrument, and any party hereto may execute this Amendment by
signing a counterpart.
The foregoing is established by the following signatures of the parties.
BORROWER:
CONMED CORPORATION
By:___________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
AGENT:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By:__________________________
Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President
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BANKS:
THE CHASE MANHATTAN BANK NATWEST BANK N.A.
(NATIONAL ASSOCIATION)
By:________________________ By:__________________________
Name: Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxx
Title: Vice President Title: Vice President
FLEET BANK CREDIT LYONNAIS CAYMAN
ISLAND BRANCH
By:________________________ By:__________________________
Name: Xxxxx X. Xxxxxxxxx Name:
Title: Vice President Title: Authorized Signature
GUARANTORS:
CONMED ANDOVER MEDICAL, INC. XXXXXXXX MEDICAL SYSTEMS, INC.
By:________________________ By:__________________________
Its:_______________________ Its:_________________________
CONSOLIDATED MEDICAL EQUIPMENT NDM, INC.
INTERNATIONAL, INC.
By:________________________ By:__________________________
Its:_______________________ Its:_________________________
ASPEN LABORATORIES, INC.
By:________________________
Its:_______________________
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