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Credit Agreement [Amendment No. 2] - Banque Nationale de Paris and ICN Pharmaceuticals Inc.

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                      SECOND AMENDMENT TO CREDIT AGREEMENT



         This Second Amendment to Credit Agreement is entered into this 24th day
of February 1998, by and between BANQUE  NATIONALE DE PARIS,  Los Angeles Branch
(the  "Bank"),  and ICN  PHARMACEUTICALS,  INC.,  a Delaware  corporation  (the
"Borrower").

         WHEREAS,  the Bank and the  Borrower  have  entered  into that  certain
Credit  Agreement  dated as of March 31, 1997 (as amended by the First Amendment
to Credit  Agreement  dated as of August 13, 1997,  and as further  amended from
time to time, the "Credit  Agreement") in connection with the making by the Bank
of revolving credit loans and the issuance of letters of credit.

         WHEREAS,  the Borrower has requested the Bank to issue a standby letter
of credit (the "Standby  Letter of Credit") in the amount of $28,300,000 for the
account of the Borrower and for the benefit of SmithKline Beecham.

         WHEREAS,  in connection with the Standby Letter of Credit, the Bank and
the Borrower  desire to make certain  amendments to the Credit  Agreement to (i)
increase the Commitment,  (ii) extend the Maturity Date, (iii) permit additional
indebtedness and (iv) include an Account Pledge Agreement.

         NOW,  THEREFORE,  the Bank and the Borrower,  in  consideration  of the
foregoing recitals and covenants contained herein, do hereby agree as follows:

         SECTION 1.  AMENDMENTS TO CREDIT  AGREEMENT.  The Credit  Agreement is,
effective  as of the date  first set forth  above  (the  "Effective  Date")  but
subject to fulfillment  of the  conditions set forth in Section 2 below,  hereby
amended as follows:

         (a) The  definition  of  "Commitment"  in Section 1.1 is amended in the
following manner:

          The amount of  "$15,000,000"  referred to therein is deleted and a new
          amount of "$28,300,000" is substituted in its place.

         (b) The definition of "Maturity Date" in Section l .l is amended in the
following manner:

          The date of "March 31, 1999"  referred to therein is deleted and a new
          date of "December 31, 1999" is substituted in its place.

         (c) Section 5.9, Additional  Indebtedness,  is amended in the following
manner:


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          The aggregate amount of  "$275,000,000"  referred to in subsection (c)
          is deleted and a new aggregate amount of "$325,000,000" is substituted
          in its place.

         (d) The first half of  Section  6.2,  Performance  Under This and Other
Agreements, is amended to read as follows:

          The  phrase  "any  term,  covenant  or  agreement  contained  in  this
          Agreement" in the third and fourth lines thereof are deleted and a new
          phrase "any term, covenant or agreement contained in this Agreement or
          in the Account Pledge  Agreement  dated as of February 24, 1998 by the
          Borrower in favor of the Bank" is substituted in its place.

         SECTION 2. CONDITIONS TO EFFECTIVENESS  OF AMENDMENT The  effectiveness
of this Amendment is subject to receipt by the Bank of the following:

          (a) this Amendment,  duly  authorized,  executed and delivered by each
party hereto;

          (b) a $15,000,000  deposit with the Bank,  required as cash collateral
in connection with the Standby Letter of Credit; and

          (c) an Account Pledge Agreement (in form and substance satisfactory to
the Bank) duly authorized, executed and delivered by the Borrower.

          SECTION  3.   REPRESENTATIONS   AND  WARRANTIES  The  Borrower  hereby
represents  and warrants that no Default or Event of Default has occurred and is
continuing and that the  representations  and warranties set forth in the Credit
Agreement  are  true  and  correct  as of the  Effective  Date,  except  as such
representations and warranties relate solely to an earlier date.

          SECTION 4. EFFECT ON CREDIT  AGREEMENT.  Except as  otherwise  amended
above, the remaining provisions of the Credit Agreement remain in full force and
effect without amendment.





-2-


<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Second  Amendment to
Credit  Agreement to be duly executed and delivered as of the date first written
above.

          BANK:                            BORROWER:

BANQUE NATIONALE DE PARIS,                 ICN PHARMACEUTICALS, INC.
Los Angeles Branch                         a Delaware corporation


By:  /s/ C. Bettles                        By: /s/ John E. Giordani
   ---------------------------------           -----------------------------
Name: C. Bettles                           Name: JOHN E. GIORDANI
Title:  Sr. V.P. & Manager                 TITLE:  Chief Financial Officer
                                                   and Executive Vice President
By:    /s/ Deborah Y. Gohh
    --------------------------------
Name:  Deborah Y. Gohh
Title: Vice President




<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Second  Amendment to
Credit  Agreement to be duly executed and delivered as of the date first written
above.

BANK:                                           BORROWER:


BANQUE NATIONALE DE PARIS              ICN PHARMACEUTICALS, INC.
Los Angeles Branch                     a Delaware Corporation



By:                                    By:  /s/ John E. Giordani
  ------------------------             ---------------------------

Name:                                  Name:  John E. Giordani
Title:                                 Title: Chief Financial Officer
                                               and Executive Vice President

By:
  ------------------------
Name:
Title: