AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of August 12, 1997,
among ALARIS MEDICAL, INC. (formerly named Advanced Medical, Inc.), a
Delaware corporation ("Alaris Medical"), ALARIS MEDICAL SYSTEMS, INC.
(formerly named IVAC Holdings, Inc.), a Delaware corporation (the
"Borrower"), the financial institutions party to the Credit Agreement
referred to below (the "Banks"), BANKERS TRUST COMPANY, as Administrative
Agent and as a Syndication Agent and BANQUE PARIBAS, as Documentation Agent
(together with Bankers Trust Company in its capacity as Administrative Agent,
the "Agents") and as a Syndication Agent. All capitalized terms used herein
and not otherwise defined shall have the respective meanings provided such
terms in the Credit Agreement referred to below.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Alaris Medical, the Borrower, the Banks and the Agents are
parties to a Credit Agreement, dated as of November 26, 1996 (as modified,
supplemented and amended to the date hereof, the "Credit Agreement"); and
WHEREAS, Alaris Medical and the Borrower have requested, and the
Banks party hereto are willing (subject to the terms and conditions hereof)
to grant, a waiver in connection with certain covenants contained in the
Credit Agreement, and further the parties hereto wish to amend the Credit
Agreement as set forth below;
NOW THEREFORE, it is agreed:
1. On the Amendment Effective Date (as defined below), Section
8.04(j) of the Credit Agreement is hereby amended by inserting immediately
prior to the phrase "(x) by the Borrower" therein the following phrase:
(w) by the Borrower of a lease permitted to be incurred by
IMED Ltd. in connection with the property located at Xxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx, Xxxxxx Xxxxxxx provided that (i) the lease
and the guaranty thereof shall not exceed a duration of ten years from
the date hereof and (ii) such guaranty shall not exceed L700,000
(Pounds Sterling) in the aggregate in any one year,
2. On the Amendment Effective Date, Section 8.09 of the Credit
Agreement is hereby amended by replacing the Minimum Consolidated EBITDA for
the Test Period ending June 30, 1997 with the following:
Minimum Consolidated
Date EBITDA
---- --------------------
June 30, 1997 $32,000,000
3. On the Amendment Effective Date, Section 8.11 of the Credit
Agreement is hereby amended by replacing the Leverage Ratio for the Fiscal
Quarters ending June 30, 1997 and December 31, 1997 with the following:
Fiscal Quarter Ending Ratio
--------------------- -----
June 30, 1997 6.70:1.00
September 30, 1997 6.15:1.00
December 31, 1997 5.70:1.00
4. On the Amendment Effective Date, Section 8.12 of the Credit
Agreement is hereby amended by replacing the date "September 30, 1997"
therein with the date "December 31, 1997.
5. On the Amendment Effective Date, the definition of
"Consolidated EBITDA" in Section 10 of the Credit Agreement is hereby amended
by inserting at the end of such definition the following sentence:
Notwithstanding anything to the contrary, Consolidated
EBITDA shall be calculated without giving effect to any
non-recurring charge or charges taken in any quarter
during the fiscal year ended December 31, 1997 relating
to the Maquilladora manufacturing facilities in an amount
not to exceed in the aggregate $4,500,000 during such
fiscal year.
6. In order to induce the Agents and the Banks to enter into this
Amendment, Alaris Medical and the Borrower hereby represent and warrant that
(x) no Default or Event of Default exists on the Amendment Effective Date after
giving effect to this Amendment and (y) all of the representations and
warranties contained in the Credit Agreement or the other Credit Documents shall
be true and correct in all material respects on the date hereof and on the
Amendment Effective Date with the same effect as though such representations and
warranties had been made on and as of
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such date (it being understood that any representation or warranty made as of a
specific date shall be true and correct in all material respects as of such
specific date).
7. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
8. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with Alaris Medical, the Borrower and the
Agents.
9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.
10. This Amendment shall become effective as of the date hereof on
the date (the "Amendment Effective Date") when each of Alaris Medical, the
Borrower, the Agents and the Required Banks shall have signed a copy hereof
(whether the same or different copies) and shall have delivered (including by
way of telecopier) the same to the Administrative Agent at its Notice Office.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the
date first above written.
ALARIS MEDICAL, INC.
(formerly named Advanced Medical, Inc.)
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President & CEO
ALARIS MEDICAL SYSTEMS, INC.
(formerly named IVAC Holdings, Inc.)
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President & CEO
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By
------------------------------------
Name:
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By /s/ Xxxx Xxx Xxxxx
------------------------------------
Name: Xxxx Xxx Xxxxx
Title: Managing Director
BANQUE PARIBAS,
Individually and as Documentation Agent
By /s/ Xxx X. Xxxxxxx
-------------------------------------
Name: Xxx X. Xxxxxxx
Title: Managing Director
By /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
PARIBAS CAPITAL FUNDING
By /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Director
GENERAL ELECTRIC CAPITAL
CORPORATION
By /s/ Xxxxx Kuczmarczyk
-----------------------------------
Name: Xxxxx Kuczmarczyk
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ Ali Xxxxx Xxxxxxxxx
-----------------------------------
Name: Ali Xxxxx Xxxxxxxxx
Title: Vice President
UNITED STATES NATIONAL BANK OF OREGON
By /s/ Xxxx Xxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY
By /s/ Xxxx XxXxxxxxxx
---------------------------------
Name: Xxxx XxXxxxxxxx
Title: Vice President
PILGRIM AMERICA PRIME RATE TRUST
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
XXXXXX COMMERCIAL PAPER
By /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
ML CBO IV (CAYMAN) Ltd.
By: Protective Asset Management, L.L.C.,
as Collateral Manager
By /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx CFA, CPA
Title: President, Protective Asset
Management Company
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
XXXXXXX NATIONAL LIFE INSURANCE
COMPANY
By: PPM America, Inc., as attorney in
fact, on behalf of Xxxxxxx National
Life Insurance Company
By /s/ Xxxxxxx DiRe
--------------------------------
Name: Xxxxxxx DiRe
Title: Managing Director
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company, its
Investment Manager
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
ALLSTATE LIFE INSURANCE COMPANY
By /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
By /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
OCTAGON CREDIT INVESTORS LOAN PORTFOLIO
(a unit of The Chase Manhattan Bank)
By /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
INDOSUEZ CAPITAL FUNDING III, LIMITED
By : Indosuez Capital, as Portfolio
Advisor
By /s/ Xxxxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Vice President
AMARA-1 FINANCE LTD.
By /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Director
AMARA-2 FINANCE LTD.
By /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Director
PRIME INCOME TRUST
By /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President Portfolio Manager
SENIOR DEBT PORTFOLIO
By : Boston Management and Research, as
Investment Advisor
By /s/ Xxxxx X. Page
--------------------------------
Name: Xxxxx X. Page
Title: Vice President
