EXHIBIT 10.33
EXECUTION VERSION
XXXXXX SCIENTIFIC INTERNATIONAL INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
AND LIMITED WAIVER
This SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this
"Amendment") is dated as of December 14, 2005 and entered into by and among
Xxxxxx Scientific International Inc., a Delaware corporation (the "Borrower"),
the financial institutions listed herein (the "Lenders"), and Bank of America,
N.A., as the Administrative Agent (in such capacity, the "Administrative
Agent"), Banc of America Securities LLC, as Sole Lead Arranger and Sole Book
Manager, and, for purposes of Section 5 hereof, Xxxxxx Scientific Company
L.L.C., Xxxxxx Clinical Services Inc., Xxxxxx Scientific Worldwide Inc. and
Apogent Technologies Inc. (collectively, the "Guarantors"), and is made with
reference to that certain Credit Agreement, dated as of August 2, 2004, by and
among the Borrower, the lenders from time to time party thereto, Bank of
America, N.A., as the Administrative Agent and Swing Line Lender, and certain
other financial institutions party thereto, as amended by that certain First
Amendment to Credit Agreement dated as of December 29, 2004 (as so amended, the
"Credit Agreement"). Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Borrower and the Lenders desire to amend the Credit
Agreement to (i) change the definition of "Applicable Rate" as set forth herein;
(ii) increase the aggregate principal amount of Tranche A-1 Term Loan
Commitments by $148,125,000; (iii) terminate the Tranche A-2 Term Loan
Commitments; (iv) increase the Revolving Loan Commitments by $300,000,000; and
(v) make certain other amendments as set forth below;
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO ARTICLE I: DEFINITIONS AND ACCOUNTING TERMS.
(a) Section 1.01 of the Credit Agreement is hereby amended by
adding thereto the following definitions, which shall be inserted in
proper alphabetical order:
"Fitch" means Fitch Ratings and any successor thereto.
"Second Amendment Effective Date" means the date of effectiveness
of that certain Second Amendment to Credit Agreement and Limited Waiver
dated as of December 14, 2005 by and among the Borrower, the Lenders, the
Administrative Agent, Banc of America Securities LLC, as Sole Lead
Arranger and Sole Book Manager, and, for purposes of Section 5 thereof,
the Guarantors (as defined therein)."
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(b) Section 1.01 of the Credit Agreement is hereby further amended
by deleting the definition of "Applicable Debt Rating" therefrom in its
entirety and substituting the following therefor:
"Applicable Debt Rating" means, as of any date of determination,
the most recent long-term senior secured debt ratings of the Borrower
publicly announced by two of the following three rating agencies: S&P,
Xxxxx'x and Fitch (collectively, the "Debt Ratings"); provided that (a)
until such time as the Borrower has received a Debt Rating from Fitch, if
there is a split between the two highest Debt Ratings, the higher of such
two Debt Ratings shall apply, (b) at any time after the Borrower has
received a Debt Rating from Fitch, if there is a split between the two
highest Debt Ratings, the lower of such two Debt Ratings shall apply and
(c) in any case, if such split between the two highest Debt Ratings is
greater than one level, then the Debt Rating one level below the highest
Debt Rating shall apply.
(c) Section 1.01 of the Credit Agreement is hereby further amended
by deleting the definition of "Applicable Rate" therefrom in its entirety
and substituting the following therefor:
"`Applicable Rate' means, from time to time, the following
percentages per annum, based upon the Applicable Debt Rating as set forth
below:
--------------------------------------------------------------------------------------
APPLICABLE RATE
--------------------------------------------------------------------------------------
APPLICABLE DEBT BASE RATE EURODOLLAR LETTER OF COMMITMENT
LEVEL RATING LOANS RATE LOANS CREDIT FEE FEE
--------------------------------------------------------------------------------------
I Higher than BBB, 0.00% 0.500% 0.500% 0.100%
Baa2 or BBB
--------------------------------------------------------------------------------------
II BBB, Baa2 or BBB 0.00% 0.625% 0.625% 0.125%
--------------------------------------------------------------------------------------
III BBB-, Baa3 or BBB- 0.00% 0.750% 0.750% 0.150%
--------------------------------------------------------------------------------------
IV XXx, Xx0 or BB+ 0.25% 1.125% 1.125% 0.200%
--------------------------------------------------------------------------------------
V Lower than BB+, 0.50% 1.375% 1.375% 0.250%
Ba1 or BB+, or
unrated
--------------------------------------------------------------------------------------
Each change in the Applicable Rate resulting from a change in the
Applicable Debt Rating shall become effective on the date of the public
announcement thereof. Any adjustment in the Applicable Rate shall apply
to existing Eurodollar Rate Loans as well as any new Eurodollar Rate
Loans."
2
1.2 AMENDMENTS TO ARTICLE II: THE COMMITMENTS AND CREDIT
EXTENSIONS.
A. Section 2.01(a) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"Immediately prior to the Second Amendment Effective Date, Tranche
A-1 Term Loans in an aggregate principal amount of $233,125,000 were
outstanding. Each Lender that has a Tranche A-1 Term Loan Commitment
severally agrees to lend to the Borrower on the Second Amendment
Effective Date Tranche A-1 Term Loans in an aggregate principal amount
such that the sum of its Tranche A-1 Term Loans outstanding immediately
prior to the Second Amendment Effective Date, if any, plus its Tranche
A-1 Term Loans made (or purchased and assumed) on the Second Amendment
Effective Date shall not exceed the amount of its Tranche A-1 Term Loan
Commitment as set forth on Schedule 2.01 annexed hereto. In addition to
the borrowing made on the Closing Date, the Borrower may make only one
additional borrowing under the Tranche A-1 Term Loan Commitments on the
Second Amendment Effective Date. Amounts borrowed under this Section
2.01(a) and subsequently repaid or prepaid may not be reborrowed. Tranche
A-1 Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein."
B. Section 2.01(b) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"Each Lender that has a Tranche A-2 Term Loan Commitment severally
agrees to lend to the Borrower, on any Business Day after the conditions
set forth in Section 4.03 have been satisfied through and including the
day immediately prior to the Second Amendment Effective Date, an amount
not exceeding its Tranche A-2 Term Loan Commitment. The aggregate amount
of the Tranche A-2 Term Loan Commitments is $300,000,000. Each Lender's
Tranche A-2 Term Loan Commitment shall expire immediately and without
further action on the day immediately prior to the Second Amendment
Effective Date if the Tranche A-2 Term Loans are not made on or before
that date. The Borrower may make only one borrowing under the Tranche A-2
Term Loan Commitments. Amounts borrowed under this Section 2.01(b) and
subsequently repaid or prepaid may not be reborrowed. Tranche A-2 Term
Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein."
C. Section 2.01(d) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"Each Revolving Lender severally agrees to make Revolving Loans to
the Borrower from time to time, on any Business Day during the
Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Revolving Lender's Revolving Loan
Commitment; provided, however, that after giving effect to any Revolving
Loan, (i) the Total Utilization of Revolving Loan Commitments shall not
exceed the Revolving Loan Commitments, and (ii) the sum of (A) the
aggregate Outstanding Amount of the Revolving Loans of any Revolving
Lender, plus (B) such Revolving Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations,
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plus (C) such Revolving Lender's Pro Rata Share of the Outstanding Amount
of all Swing Line Loans shall not exceed such Revolving Lender's
Revolving Loan Commitment. The aggregate amount of the Revolving Loan
Commitments as of the Second Amendment Effective Date is $800,000,000.
Within the limits of this Section 2.01(d), and subject to the other terms
and conditions hereof, the Borrower may borrow Revolving Loans under this
Section 2.01(d), prepay Revolving Loans under Section 2.08, and reborrow
Revolving Loans under this Section 2.01(d). Revolving Loans may be Base
Rate Loans or Eurodollar Rate Loans, as further provided herein."
D. Section 2.10(a) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"Scheduled Payments of Tranche A-1 Term Loans. The Borrower shall
make principal payments on the Tranche A-1 Term Loans in installments on
the dates and in the amounts set forth below:
-------------------------------------------------------------------------
Date Scheduled Repayment
-------------------------------------------------------------------------
December 31, 2005 $ 0.00
-------------------------------------------------------------------------
March 31, 2006 $ 7,148,437.50
-------------------------------------------------------------------------
June 30, 2006 $ 7,148,437.50
-------------------------------------------------------------------------
September 30, 2006 $ 7,148,437.50
-------------------------------------------------------------------------
December 31, 2006 $ 7,148,437.50
-------------------------------------------------------------------------
March 31, 2007 $ 7,148,437.50
-------------------------------------------------------------------------
June 30, 2007 $ 7,148,437.50
-------------------------------------------------------------------------
September 30, 2007 $ 7,148,437.50
-------------------------------------------------------------------------
December 31, 2007 $ 7,148,437.50
-------------------------------------------------------------------------
March 31, 2008 $ 9,531,250.00
-------------------------------------------------------------------------
June 30, 2008 $ 9,531,250.00
-------------------------------------------------------------------------
September 30, 2008 $ 9,531,250.00
-------------------------------------------------------------------------
December 31, 2008 $ 9,531,250.00
-------------------------------------------------------------------------
March 31, 2009 $95,312,500.00
-------------------------------------------------------------------------
June 30, 2009 $95,312,500.00
-------------------------------------------------------------------------
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-------------------------------------------------------------------------
Tranche A-1 Term Loan Maturity Date $95,312,500.00
-------------------------------------------------------------------------
; provided that the scheduled installments of principal of the Tranche A-1 Term
Loans set forth above shall be reduced in connection with any voluntary
prepayments of the Tranche A-1 Term Loans in accordance with Section 2.08; and
provided further, that the Tranche A-1 Term Loans and all other amounts owed
hereunder with respect to the Tranche A-1 Term Loans shall be paid in full no
later than the Tranche A-1 Term Loan Maturity Date, and the final installment
payable by the Borrower in respect of the Tranche A-1 Term Loans on such date
shall be in an amount, if such amount is different from that specified above,
sufficient to repay all amounts owing by the Borrower under this Agreement with
respect to the Tranche A-1 Term Loans."
E. Section 2.12(b) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"Ticking Fee. The Borrower shall pay to the Administrative Agent
for the account of each Tranche A-2 Term Loan Lender in accordance with
its Pro Rata Share, a ticking fee in Dollars equal to 0.25% per annum
times the Tranche A-2 Term Loan Commitments. The ticking fee shall accrue
at all times from and including the Closing Date until the earlier of (i)
the Funding Date of the Tranche A-2 Term Loans or (ii) the day
immediately prior to the Second Amendment Effective Date, including at
any time during which one or more of the conditions in Article IV is not
met. The ticking fee shall be due and payable quarterly in arrears on the
first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the Closing
Date, and on the earlier of (A) the Funding Date of the Tranche A-2 Term
Loans or (B) the Second Amendment Effective Date. The ticking fee shall
be calculated quarterly in arrears."
1.3 AMENDMENTS TO ARTICLE VI: AFFIRMATIVE COVENANTS.
A. Section 6.03(e) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"of any announcement by Xxxxx'x, S&P or Fitch of any initial
rating or change in a rating assigned to these credit facilities; and"
B. Section 6.11 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"USE OF PROCEEDS. Use the proceeds of the Credit Extensions to
repay the Existing Indebtedness, and to provide financing for working
capital, capital expenditures and for general corporate purposes;
provided that the proceeds of the additional Tranche A-1 Term Loans made
on the Second Amendment Effective Date shall be applied to prepay the
Tranche B Term Loans."
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1.4 AMENDMENTS TO ARTICLE VII: NEGATIVE COVENANTS.
A. Section 7.05(m) of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting the following therefor:
"Dispositions by the Borrower and its Subsidiaries of property in
an amount not to exceed an amount equal to 10% of Consolidated Total
Assets; provided that at the time of such Disposition, no Default shall
exist or would result from such Disposition;"
1.5 SUBSTITUTION OF SCHEDULE.
A. Schedule 2.01 to the Credit Agreement is hereby amended by
deleting said Schedule 2.01 in its entirety and substituting in place thereof a
new Schedule 2.01 in the form of Schedule 2.01 to this Amendment.
SECTION 2. LIMITED WAIVER
At the request of the Borrower, the undersigned Lenders with Tranche A-1
Term Loan Exposure, constituting Required Class Lenders for the Class of Lenders
having Tranche A-1 Term Loan Exposure under the Credit Agreement, hereby waive
compliance with the provisions of Section 2.08(a) of the Credit Agreement to the
extent, and only to the extent, necessary to permit the voluntary prepayment of
the Tranche B Term Loans in whole on the Second Amendment Effective date without
any amount of the proceeds of such prepayment being applied to the prepayment of
the Tranche A-1 Term Loans.
Without limiting the generality of the provisions of Section 10.01 of the
Credit Agreement, the waiver set forth above shall be limited precisely as
written and relates solely to the noncompliance by the Borrower with the
provisions of Section 2.08(a) of the Credit Agreement in the manner and to the
extent described above, and nothing in this Amendment shall be deemed to (a)
constitute a waiver of compliance by the Borrower with respect to (1) Section
2.08(a) of the Credit Agreement in any other instance or (2) any other term,
provision or condition of the Credit Agreement or any other instrument or
agreement referred to therein; or (b) prejudice any right or remedy that the
Administrative Agent or any Lender may now have or may have in the future under
or in connection with the Credit Agreement or any other instrument or agreement
referred to therein.
SECTION 3. CONDITIONS TO EFFECTIVENESS
Sections 1 and 2 of this Amendment shall become effective only
upon the satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "Second
Amendment Effective Date"):
A. LOAN PARTY DOCUMENTS. The Administrative Agent's receipt of the
following, each of which shall be originals or facsimiles (followed promptly by
originals) unless otherwise specified, each properly executed by a Responsible
Officer of the applicable Loan Party, each dated the Second Amendment Effective
Date (unless otherwise specified below) and each in form and substance
satisfactory to the Administrative Agent and each of the Lenders:
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(i) A certificate, dated as of the Second Amendment Effective
Date, of each Loan Party's corporate secretary or an assistant secretary,
certifying that there have been no changes in such Loan Party's
Organization Documents from the form of Organization Documents previously
delivered to the Lenders;
(ii) Such documents and certifications as the Administrative
Agent may reasonably require to evidence that each Loan Party is duly
organized or formed, and that each Loan Party is validly existing, in
good standing and qualified to engage in business in its jurisdiction of
organization;
(iii) Resolutions of the Borrower's Board of Directors approving
and authorizing the execution, delivery, and performance of this
Amendment, certified as of the Second Amendment Effective Date by its
corporate secretary or an assistant secretary as being in full force and
effect without modification or amendment;
(iv) Signature and incumbency certificates of each Loan Party
executing this Amendment; and
(v) Copies of this Amendment executed by each Loan Party.
B. OPINIONS. The Lenders shall have received copies of one or more
favorable written opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special
counsel for the Loan Parties and of Xxxxx Xxxxxxxx XxXxxxxxx, secretary of the
Borrower, in form and substance reasonably satisfactory to the Administrative
Agent and its counsel, dated as of the Second Amendment Effective Date.
C. CERTIFICATE. A certificate signed by a Responsible Officer of
the Borrower certifying that the conditions specified in Sections 4.02(a) and
(b) of the Credit Agreement have been satisfied.
D. LENDERS. The Administrative Agent shall have received copies of
this Amendment executed by Required Lenders, each Lender with Tranche A-1 Term
Loan Exposure and each Lender with Revolving Loan Exposure.
E. FEES. The Borrower shall have paid (i) to the Administrative
Agent, for ratable distribution to each Lender increasing its Revolving Loan
Commitment pursuant to this Amendment, an upfront fee equal to 0.15% of the
aggregate principal amount of such increase in such Lender's Revolving Loan
Commitment, and (ii) to the Administrative Agent for its own account such fees
in such amounts as have been separately agreed upon between the Borrower and the
Administrative Agent.
F. COMPLETION OF PROCEEDINGS. On or before the Second Amendment
Effective Date, the Administrative Agent and its counsel shall have received all
counterpart originals or certified copies of such documents as the
Administrative Agent may reasonably request.
G. PREPAYMENT. The Borrower shall have irrevocably committed the
proceeds of the additional Tranche A-1 Term Loans to be made on the Second
Amendment Effective Date to the prepayment of the Tranche B Term Loans.
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H. REPAYMENT. The Borrower shall have paid to the Administrative
Agent, for ratable distribution to the Lenders, all interest and fees accrued
under the Credit Agreement through the Second Amendment Effective Date.
I. OTHER CERTIFICATES. Such other certificates or documents as the
Administrative Agent or Required Lenders reasonably may require.
SECTION 4. REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, the Borrower
represents and warrants to each Lender that the following statements are true,
correct and complete:
A. CORPORATE POWER AND AUTHORITY. The Borrower has all requisite
power and authority to execute, deliver and perform its obligations under this
Amendment.
B. AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance of this Amendment have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (i) contravene
the terms of any of the Organization Documents of the Borrower or any Guarantor;
(ii) conflict with or result in any breach or contravention of, or the creation
of any Lien (other than the creation of Liens under any of the Loan Documents in
favor of the Administrative Agent on behalf of the Lenders) under, (a) any
Contractual Obligation to which the Borrower or any Guarantor is a party or (b)
any material order, injunction, writ or decree of any Governmental Authority to
which the Borrower, any Guarantor or the property of the Borrower or any
Guarantor is subject; or (iii) violate any Law in any material respect.
C. GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No material
approval, consent, exemption, authorization, or other material action by, or
material notice to, or material filing with, any Governmental Authority or any
other Person that has not been obtained or made is necessary or required in
connection with the execution, delivery or performance by, or enforceability
against, the Borrower or any Guarantor of this Amendment.
D. BINDING EFFECT. This Amendment has been duly executed and
delivered by the Borrower and each Guarantor. This Amendment constitutes a
legal, valid and binding obligation of the Borrower and each Guarantor,
enforceable against such Person in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.
E. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Article V of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Second Amendment Effective Date (after giving effect
to the Second Amendment) to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date, and except that the
representations and warranties contained in subsections (a) and (b) of Section
5.05 of the Credit Agreement shall be
8
deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01 of the Credit Agreement.
F. ABSENCE OF DEFAULT. No Default has occurred and is continuing
or would result from the consummation of the transactions contemplated by this
Amendment.
SECTION 5. ACKNOWLEDGEMENT AND CONSENT
Each Guarantor hereby acknowledges and agrees that any of the
Guaranty and the Collateral Documents (each, a "Credit Support Document") to
which it is a party or otherwise bound shall continue in full force and effect
and that all of its obligations thereunder shall be valid and enforceable and
shall not be impaired or limited by the execution or effectiveness of this
Amendment. Each Guarantor represents and warrants that all representations and
warranties contained in the Credit Agreement as amended by this Amendment (the
"Amended Agreement") and the Credit Support Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of the Second Amendment Effective Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
Each Guarantor acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this Amendment, such Guarantor is
not required by the terms of the Credit Agreement or any other Loan Document to
consent to the amendments to the Credit Agreement effected pursuant to this
Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other
Loan Document shall be deemed to require the consent of such Guarantor to any
future amendments to the Credit Agreement.
SECTION 6. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(i) On and after the Second Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the "Credit
Agreement", "thereunder", "thereof" or words of like import referring to
the Credit Agreement shall mean and be a reference to the Amended
Agreement.
(ii) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy of
the Administrative Agent or any Lender under, the Credit Agreement or any
of the other Loan Documents.
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B. FEES AND EXPENSES. The Borrower acknowledges that all costs,
fees and expenses as described in Section 10.04 of the Credit Agreement incurred
by the Administrative Agent and its counsel with respect to this Amendment and
the documents and transactions contemplated hereby shall be for the account of
the Borrower.
C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
XXXXXX SCIENTIFIC INTERNATIONAL INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name:Xxxxx X. Xxxxx
Title: Vice President and Chief
Financial Officer
XXXXXX SCIENTIFIC COMPANY L.L.C.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President and Treasurer
XXXXXX CLINICAL SERVICES INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President and Treasurer
XXXXXX SCIENTIFIC WORLDWIDE INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
APOGENT TECHNOLOGIES INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
BANK OF AMERICA, N.A., as the
Administrative Agent and as a Lender
By: /s/ Authorized Officer
----------------------------------
Name: _______________________________
Title: ______________________________
BANC OF AMERICA SECURITIES, as Sole
Lead Arranger and Sole Book Manager
By: /s/ Authorized Officer
----------------------------------
Name: _______________________________
Title: ______________________________
____________________________________,
as a Lender
By: /s/ Authorized Officer
----------------------------------
Name: _______________________________
Title: ______________________________
SCHEDULE 2.01
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TRANCHE
REVOLVING LOAN PRO RATA A-1 TERM LOAN PRO RATA
LENDER COMMITMENT SHARE COMMITMENT SHARE
----------------------------------------------------------------------------------------------------------------------------------
Bank of America, N.A. $ 78,120,552.32 9.765069040% $ 21,626,105.67 5.672421159%
---------------------------------------------------------------------------------------------------------------------------------
Mizuho Corporate Bank Ltd. 46,690,476.19 5.836309524% 16,214,880.96 4.253083530%
----------------------------------------------------------------------------------------------------------------------------------
Bank of Tokyo - Mitsubishi Trust 45,000,000.00 5.625000000% 20,000,000.00 5.245901639%
Company
----------------------------------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia 40,000,000.00 5.000000000% 0.00
----------------------------------------------------------------------------------------------------------------------------------
Scotiabanc Inc. 0.00 0.000000000% 19,062,500.00 5.000000000%
----------------------------------------------------------------------------------------------------------------------------------
HSBC Bank USA, N.A. 37,300,000.00 4.662500000% 8,700,000.00 2.281967213%
----------------------------------------------------------------------------------------------------------------------------------
Deutsche Bank Trust Company Americas 36,904,761.90 4.613095238% 7,770,238.07 2.038095231%
----------------------------------------------------------------------------------------------------------------------------------
ABN Amro Bank N.V. 33,523,809.50 4.190476188% 14,706,547.63 3.857455116%
----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse, Cayman Islands Branch 31,857,142.85 3.982142856% 10,762,515.28 2.822954828%
----------------------------------------------------------------------------------------------------------------------------------
Bank of China, New York Branch 30,714,285.72 3.839285715% 9,285,714.28 2.435597188%
----------------------------------------------------------------------------------------------------------------------------------
Sumitomo Mitsui Banking Corporation 30,476,190.48 3.809523810% 38,880,952.37 10.198282589%
----------------------------------------------------------------------------------------------------------------------------------
Suntrust Bank 30,298,493.81 3.787311726% 15,243,196.19 3.998215394%
----------------------------------------------------------------------------------------------------------------------------------
Calyon New York Branch 29,200,000.00 3.650000000% 15,800,000.00 4.144262295%
----------------------------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank, N.A. 28,190,476.20 3.523809525% 8,214,880.90 2.154722859%
----------------------------------------------------------------------------------------------------------------------------------
KeyBank National Association 28,190,476.00 3.523809500% 10,223,321.00 2.681526820%
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Credit Partners LP 25,891,774.89 3.236471861% 2,346,138.55 0.615380603%
----------------------------------------------------------------------------------------------------------------------------------
National City Bank 24,000,000.00 3.000000000% 16,000,000.00 4.196721311%
----------------------------------------------------------------------------------------------------------------------------------
Barclays Bank PLC 23,619,048.00 2.952381000% 7,104,167.00 1.863388066%
----------------------------------------------------------------------------------------------------------------------------------
ING Capital LLC 23,619,048.00 2.952381000% 10,520,000.00 2.759344262%
----------------------------------------------------------------------------------------------------------------------------------
Sovereign Bank 23,619,047.62 2.952380953% 1,287,738.11 0.337767373%
----------------------------------------------------------------------------------------------------------------------------------
Credit Industriel et Commercial 21,774,891.77 2.721861471% 7,669,913.43 2.011780572%
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
The Norinchukin Bank, New York Branch 20,000,000.00 2.500000000% 10,000,000.00 2.622950820%
----------------------------------------------------------------------------------------------------------------------------------
The Bank of New York 19,047,620.00 2.380952500% 9,077,381.00 2.380952393%
----------------------------------------------------------------------------------------------------------------------------------
Governor & Company of the Bank of 19,047,619.05 2.380952381% 5,550,595.24 1.455893833%
Ireland
----------------------------------------------------------------------------------------------------------------------------------
United Overseas Bank Limited, New York 18,761,904.76 2.345238095% 16,882,738.11 4.428259176%
Agency
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx Capital Corporation 15,023,809.52 1.877976190% 14,769,047.63 3.873848559%
----------------------------------------------------------------------------------------------------------------------------------
Allied Irish Banks PLC 15,000,000.00 1.875000000% 15,000,000.00 3.934426230%
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Peoples Bank 11,428,571.42 1.428571428% 8,571,428.58 2.248243562%
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Erste Bank 7,700,000.00 0.962500000% 12,300,000.00 3.226229508%
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General Electric Capital Corporation 5,000,000.00 0.625000000% 20,000,000.00 5.245901639%
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Sumitomo Trust and Banking Co., Ltd., 0.00 0.000000000% 3,950,000.00 1.036065574%
New York Branch
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PB Capital Corporation 0.00 0.000000000% 3,730,000.00 0.978360656%
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Total $800,000,000.00 100.000000000% $381,250,000.00 100.000000000%
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