EXHBIT 10A
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Third Amendment to Revolving Credit Agreement ("Third Amendment") is
made as of April 21, 1999, among HAEMONETICS CORPORATION (the "Borrower"),
MELLON BANK, N.A. (the "Bank"), and MELLON BANK, N.A., as Agent (the
"Agent").
Preliminary Statements
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WHEREAS, the Borrower, the Bank and the Agent are parties to that certain
Revolving Credit Agreement dated and effective as of June 25, 1997 (as
amended by that certain First Amendment to Revolving Credit Agreement dated
as of December 26, 1997 (the "First Amendment"), and that certain Second
Amendment to Revolving Credit Agreement dated as of April 30, 1998 (the
"Second Amendment"; the Credit Agreement as so amended, together with any
and all subsequent amendments, the "Credit Agreement"), pursuant to which
the Bank has made available to the Borrower a $20,000,000 line of credit;
WHEREAS, the Borrower has requested that the Bank and the Agent amend the
Credit Agreement to correct an error in the Second Amendment; and
WHEREAS, the Bank and the Agent are willing to amend the Credit Agreement on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound, the parties hereby agree that the Credit
Agreement shall be amended as follows:
ARTICLE I
AMENDMENT TO CREDIT AGREEMENT
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1.1. The last two paragraphs of Section 6.11(a), being clauses (i) and
(ii) of such Section, are deleted and replaced with the following:
(x) $25,000,000; plus
(y) 50% of Consolidated Net Income (or if such Consolidated
Net Income is a deficit figure, then minus 100% of such
deficit) for such period determined on a cumulative
basis for said entire period; plus
(z) an amount equal to the aggregate net cash proceeds
received by the Borrower from the sale on or after the
date of this Agreement of shares of its common stock or
other securities convertible into common stock of the
Borrower."
ARTICLE II
REPRESENTATIONS AND WARRANTIES
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2.1. In order to induce the Bank and the Agent to enter into this Third
Amendment, the Borrower represents and warrants that, at the time of
entering into this Third Amendment and after giving effect hereto:
(a) No Potential Default or Event of Default has occurred and
is continuing;
(b) The representations and warranties set forth in Article
III of the Credit Agreement are true and correct on and as of the
date hereof as if made on the date hereof;
(c) The Borrower is in compliance in all material respects
with all of the terms and provisions set forth in the Credit Agreement
and the Note and the Credit Agreement and the Note are hereby ratified
in all respects;
(d) There are no defenses, offsets or counterclaims against
obligations owed to the Bank evidenced by the Note and/or the Credit
Agreement and, to the extent any such defenses, offsets or
counterclaims do exist, they are hereby waived; and
(e) The Borrower has taken all necessary action to authorize
the execution and delivery hereof and the performance of its
obligations hereunder, and the Credit Agreement, as amended by this
Third Amendment, is the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with the
terms thereof.
ARTICLE III
EFFECTIVENESS
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3.1. This Third Amendment shall be effective as of the date first
written above upon receipt by the Agent of a fully executed copy of this
Third Amendment.
ARTICLE IV
MISCELLANEOUS PROVISIONS
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4.1. Except as expressly amended hereby, the Credit Agreement shall be
and remain in full force and effect.
4.2. All capitalized terms used herein and not otherwise defined herein
shall have the meanings given them in the Credit Agreement.
4.3. This Third Amendment constitutes the entire agreement between the
parties with respect to the subject matter hereof, and supersedes all prior
agreements and understandings about such subject matter, both written and
oral.
4.4. This Third Amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.
4.5. This Third Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, without
regard to conflicts of law principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
Revolving Credit Agreement to be duly executed and delivered by their proper
and duly authorized officers as of the day and year first above written.
HAEMONETICS CORPORATION
By: /s/ Ronald J. Ryan
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Signature
Name: Ronald J. Ryan
Title Senior Vice President and CFO
MELLON BANK, N.A.,
individually and as Agent
By: /s/ R. Jane Westrich
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Signature
Name: R. Jane Westrich
Title: Vice President