FOURTH AMENDMENT
FOURTH AMENDMENT (this "Fourth Amendment"), dated as of February 8,
2000, to the Credit Agreement, dated as of March 4, 1997, as modified by the
Waiver and First Amendment dated as of November 25, 1997, the Waiver dated as of
February 11, 1998, the Waiver and Second Amendment dated as of May 27, 1998, the
Waiver dated as of November 13, 1998 and the Third Amendment dated as of October
8, 1999 (as the same may be further amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among PACKARD BIOSCIENCE COMPANY, a
Delaware corporation ("Packard"), the Subsidiary Borrowers party thereto, the
lenders from time to time parties thereto (the "Lenders"), BANC OF AMERICA
SECURITIES LLC and CIBC XXXXXXXXXXX CORP., as co-arrangers and co-syndication
agents (in such capacities, the "Co-Arrangers" and the "Co-Syndication Agents"),
CANADIAN IMPERIAL BANK OF COMMERCE, as documentation agent (in such capacity,
the "Documentation Agent"), and BANK OF AMERICA, N.A., as administrative agent.
W I T N E S S E T H :
WHEREAS, Packard has requested that the Lenders agree to amend the
Credit Agreement upon the terms and subject to the conditions set forth herein;
and
WHEREAS, the Lenders have agreed to such amendment only upon the
terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms not otherwise defined herein
have the meanings ascribed to such terms in the Credit Agreement.
2. Amendments to Section 1.1. (a) The definition of "Applicable
Margin" set forth in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
"Applicable Margin": (a) in the case of Revolving Credit Loans, the
per annum rate determined pursuant to the Pricing Grid, (b) in the case of
Term Loans that are Base Rate Loans, 2-1/4% per annum, and (c) in the case
of Term Loans that are Eurodollar Loans, 3-1/4% per annum.
(b) Section 1.1 of the Credit Agreement is hereby amended by adding
the following new definition in the appropriate alphabetical order:
"CCP Earn-Out Payments": payments made by Packard or any of its
Subsidiaries in connection with the acquisition by Packard or any of its
Subsidiaries of the portion of the Capital Stock of Xxxx Consumable
Products LLC ("CCP") not already owned by it in an amount not to exceed
25% of the amount by which operating profit of CCP (determined in
accordance with the documentation entered into in connection with such
acquisition as originally in effect) exceeds $530,000, for each of the
fiscal years from 2000 through 2004.
3. Amendment to Section 5.7(d). The percentage "3-3/4%" set forth in
Section 5.7(d) of the Credit Agreement is hereby changed to "4-1/4%".
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4. Amendment to Section 8.2(c). Section 8.2(c) of the Credit
Agreement is hereby amended by adding the following parenthetical immediately
after the words "45 days after the end of each fiscal year of Packard" contained
therein:
"(or, in the case of Projections for the 2000 fiscal year, no later than
April 15, 2000)"
5. Amendments to Section 9.8(g). (a) Section 9.8(g) of the Credit
Agreement is hereby amended by (a) changing the amount "$70,000,000" to the
amount "$85,000,000".
(b) Section 9.8(g) of the Credit Agreement is hereby amended by
adding the following sentence to the end thereof.
"In addition to the foregoing, the CCP Earn-Out Payments shall be
permitted, and shall not count as utilization of any of the basket amounts
set forth in this paragraph."
6. Pricing Grid. The Pricing Grid is hereby amended and restated in
its entirety as follows:
===============================================================================================================
Consolidated Leverage Ratio Applicable Margin Applicable Margin for Commitment Fee Rate
for Eurodollar Loans Base Rate Loans
---------------------------------------------------------------------------------------------------------------
Greater than or equal to
4.50:1.00 2.875% 1.875% 0.500%
---------------------------------------------------------------------------------------------------------------
Greater than or equal to
4.00:1.00, but less than
4.50:1.00 2.250% 1.250% 0.375%
---------------------------------------------------------------------------------------------------------------
Greater than or equal to
2.50:1.00, but less than 4.00 1.750% 0.750% 0.300%
---------------------------------------------------------------------------------------------------------------
Less than 2.50:1.00 1.250% 0.250% 0.250%
===============================================================================================================
7. Conditions to Effectiveness. This Fourth Amendment shall become
effective (the actual date of such effectiveness, the "Fourth Amendment
Effective Date") as of the date first above written when (a) counterparts hereof
shall have been duly executed and delivered by the Required Lenders, Packard and
the Administrative Agent and acknowledged by each Subsidiary Guarantor and (b)
Packard shall have paid to the Administrative Agent for distribution to the
relevant Lenders an amendment fee (the "Amendment Fee") equal to 0.125% of the
sum of the Revolving Credit Commitment and Term Loans of each Lender that has
submitted an executed signature page to this Amendment by facsimile transmission
to the Administrative Agent or its counsel prior to 12:00 Noon, California time,
on February 15, 2000.
8. Representations. Packard represents and warrants that:
(a) this Fourth Amendment has been duly authorized, executed and
delivered by Packard;
(b) each of this Fourth Amendment, and the Credit Agreement as
amended by this Fourth Amendment, constitutes the legal, valid and binding
obligation of Packard;
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(c) each of the representations and warranties set forth in Section
6 of the Credit Agreement are true and correct as of the Fourth Amendment
Effective Date; provided that references in the Credit Agreement to this
"Agreement" shall be deemed references to the Credit Agreement as amended
by this Fourth Amendment; and
(d) after giving effect to this Fourth Amendment, there does not
exist any Default or Event of Default.
9. Continuing Effect. Except as expressly amended or waived hereby,
the Credit Agreement shall continue to be and shall remain in full force and
effect in accordance with its terms.
10. Expenses. Packard agrees to pay and reimburse the Administrative
Agent for all of its out-of-pocket costs and expenses incurred in connection
with the negotiation, preparation, execution, and delivery of this Fourth
Amendment, including the reasonable fees and expenses of counsel to the
Administrative Agent.
11. Counterparts. This Fourth Amendment may be executed on any
number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
12. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
PACKARD BIOSCIENCE COMPANY
By:______________________________________
Name:
Title:
CANBERRA SEMICONDUCTOR N.V.
By:______________________________________
Name:
Title:
4
XXXXXXX INSTRUMENTS LIMITED
By:______________________________________
Name:
Title:
BANK OF AMERICA, N.A., as Administrative
Agent
By:______________________________________
Name: Xxxxxxx Xxxxxx
Title: Vice President
BANK OF AMERICA, N.A., as a Lender
By:______________________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By:______________________________________
Name:
Title:
ABN AMRO BANK N.V.
By:______________________________________
Name:
Title:
By:______________________________________
Name:
Title:
BANKBOSTON, N.A. FLEET NATIONAL BANK
By:___________________________ By: ______________________________
Name: Name:
Title: Title:
BANK OF SCOTLAND
By:______________________________________
Name:
Title:
IBJ WHITEHALL BANK & TRUST COMPANY
(fka IBJ Xxxxxxxx Bank & Trust Company)
By:______________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:______________________________________
Name:
Title:
CITIZENS BANK OF MASSACHUSETTS
(successor to State Street Bank and
Trust Company)
By:______________________________________
Name:
Title:
ALLSTATE LIFE INSURANCE COMPANY
By:______________________________________
Name:
Title:
By:______________________________________
Name:
Title:
ALLSTATE INSURANCE COMPANY
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By:______________________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:_________________________________
Name:
Title:
COMMERCIAL LOAN FUNDING TRUST I
By: Xxxxxx Commercial Paper, Inc.,
not in its individual capacity but
solely as Administrative Agent
By:_________________________________
Name:
Title:
FEDERAL STREET PARTNERS
By:______________________________________
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management, as
Investment Advisor
By:_________________________________
Name:
Title:
CITIZENS BANK OF CONNECTICUT
By:_________________________________
Name:
Title:
By:_________________________________
Name:
Title:
