EXHIBIT 10.14
AMENDMENT NO. 5
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AMENDMENT NO. 5 (this "Amendment"), dated as of October 29,
1999, among ALARIS MEDICAL, INC. (formerly named Advanced Medical, Inc.), a
Delaware corporation ("Holdings"), 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, Holdings, 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, but not including, the date hereof, the "Credit
Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as set forth herein;
NOW, THEREFORE, it is agreed:
1. The table appearing in Section 8.11 of the Credit Agreement
is hereby amended by deleting the ratio "4.35:1.00" set forth opposite the date
"September 30, 1999" appearing therein and inserting the ratio "4.45:1.00" in
lieu thereof.
2. The definition of "Consolidated EBITDA" appearing in
Section 10 of the Credit Agreement is hereby amended by deleting said definition
in its entirety and inserting the following definition of "Consolidated EBITDA"
in lieu thereof:
"Consolidated EBITDA" shall mean, for any period, Consolidated
EBIT adjusted by adding thereto (i) the amount of all depreciation
expense and amortization expense and other non-cash charges that were
deducted in determining Consolidated EBIT for such period, (ii) the
amount of all integration costs incurred by the Borrower in connection
with the Instromedix Acquisition, the Genie Acquisition and the Niki
Acquisition, in each case to the extent same were deducted in
determining Consolidated EBIT, PROVIDED that in no event shall the
amount of such integration costs added to Consolidated EBITDA pursuant
to this definition exceed $7,200,000 and (iii) the amount of all
charges taken in
connection with the settlement of the Sherwood and Becton Litigations
that were deducted in determining Consolidated EBIT for such period.
3. Section 10 of the Credit Agreement is hereby amended by
inserting the following definition of "Sherwood/Becton ▇▇▇▇▇▇▇▇▇ Litigations" in
the appropriate alphabetical order:
"Sherwood and Becton Litigations" shall mean each of (i) that
certain lawsuit filed by Sherwood Medical Company against IVAC Medical
Systems, Inc. and settled on or about August 31, 1999 and (ii) that
certain lawsuit filed by Becton ▇▇▇▇▇▇▇▇▇ and Company against the
Borrower and settled on or about October 12, 1999.
4. In order to induce the Agents and the Banks to enter into
this Amendment, each of Holdings and the Borrower hereby represents and warrants
that (i) no Default or Event of Default exists on the Amendment Effective Date
after giving effect to this Amendment and (ii) all of the representations and
warranties contained in the Credit Agreement and 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 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).
5. 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.
6. 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 Holdings, the Borrower and the Agents.
7. 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.
8. This Amendment shall become effective on the date hereof on
the date ("Amendment Effective Date") when each of Holdings, the Borrower, the
Agents and the Required Banks shall have signed a counterpart hereof (whether
the same or different counterparts) and shall have delivered (including by way
of telecopier) the same to the Administrative Agent at the Notice Office.
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:
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Name:
Title:
ALARIS MEDICAL SYSTEMS, INC.
(formerly named IVAC Holdings, Inc.)
By:
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Name:
Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By:
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Name:
Title:
PARIBAS,
Individually and as Documentation Agent
By:
----------------------------
Name:
Title:
By:
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Name:
Title:
PARIBAS CAPITAL FUNDING
By:
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Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
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Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
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Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
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Name:
Title:
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY
By:
----------------------------
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING RATE FUND, INC.
By:
----------------------------
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By:
----------------------------
Name:
Title:
ML CBO IV (Cayman) Ltd.
By: Highland Capital Management L.P.
as Collateral Manager
By:
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Name:
Title:
▇▇▇▇▇▇▇ NATIONAL LIFE INSURANCE COMPANY
By: PPM America, Inc., as attorney in fact, on
behalf of ▇▇▇▇▇▇▇ National Life Insurance
Company
By:
----------------------------
Name:
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company, its
Investment Manager
By:
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Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By:
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Name:
Title:
OCTAGON INVESTMENT PARTNERS II
By: Octagon Credit Investors, LLC as
subinvestment manager
By:
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Name:
Title:
OCTOGAN LOAN TRUST
By: Octagon Credit Investors as Manager
By:
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Name:
Title:
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital, as Portfolio Advisor
By:
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Name:
Title:
PRIME INCOME TRUST
By:
----------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By:
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Name:
Title:
COMMERCIAL LOAN FUNDING TRUST I
By: ▇▇▇▇▇▇ Commercial Paper Inc. not in single
capacity but solely as Administrative Agent
By:
----------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: Highland Capital Management, ▇.▇.▇▇
Collateral Manager
By:
----------------------------
Name:
Title:
▇▇▇ CAPITAL FUNDING L.P.
By: Highland Capital Management, L.P.
as Collateral Agent
By:
----------------------------
Name:
Title:
KZH CRESCENT-3 LLC
By:
----------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:
----------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ Management as Investment Advisor
By:
----------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND
By: ▇▇▇▇▇ ▇▇▇▇▇ Management
as Investment Advisor
By:
----------------------------
Name:
Title:
TRANSAMERICA BUSINESS CREDIT CORPORATION
By:
----------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By:
----------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, LP
By: Indosuez Capital as Portfolio Advisor
By:
----------------------------
Name:
Title: