Credit Agreement [Amendment No. 2] - Banque Nationale de Paris and ICN Pharmaceuticals Inc.
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.
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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
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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
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Name: Name: John E. Giordani
Title: Title: Chief Financial Officer
and Executive Vice President
By:
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Name:
Title: