Exhibit 10.1 FIFTH AMENDMENT TO CREDIT AGREEMENT ----------------------------------- FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 30, 1998, among DADE BEHRING HOLDINGS, INC. ("Holdings"), DADE BEHRING INC. (the "Borrower"), the financial institutions party to the Credit Agreement referred to below (the "Banks") and BANKERS TRUST COMPANY, as Agent (the "Agent") for the Banks. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement. W I T N E S S E T H: - - - - - - - - - - WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a Credit Agreement, dated as of May 7, 1996 and amended and restated as of April 29, 1997 (as amended, modified, restated or supplemented to the date hereof, the "Credit Agreement"); and WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided; NOW, THEREFORE, it is agreed: I. Amendments to Credit Agreement. ------------------------------ 1. Section 4.02(A)(c) of the Credit Agreement is hereby amended by adding at the end thereof the following new sentence: "Notwithstanding anything to the contrary contained above in this Section 4.02(A)(c), only 75% of the Net Proceeds resulting from an Asset Sale permitted under Section 8.02(hh) shall be required to be applied as a mandatory repayment of Term Loans as provided above in this Section 4.02(A)(c)." 2. Section 8.02 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (ff) thereof, (ii) deleting the period at the end of clause (gg) thereof and inserting a semi-colon in lieu thereof and (iii) inserting at the end thereof the following new clauses (hh) and (ii): "(hh) the Borrower and/or its Subsidiary may sell their controls (TQC) business, provided that the Net Proceeds therefrom are either applied -------- to repay Term Loans as provided in Section 4.02(A)(c) or reinvested to the extent permitted by Section 4.02(A)(c); and (ii) the Borrower and/or its Subsidiaries may sell their desktop chemistry analyzer business." 3. The definition of "Asset Sale" appearing in Section 10 of the Credit Agreement is hereby amended by deleting the text "(cc) and (dd)" appearing at the end thereof and inserting in lieu thereof the text "(cc), (dd) and (ii)". II. Consents and Agreements. ----------------------- 1. Notwithstanding anything to the contrary contained in Sections 7.11 and 8.16 of the Credit Agreement, in the Pledge Agreement, in the First Amendment or in the Second Amendment, the Banks hereby agree that Holdings and its Subsidiaries shall not be required to pledge to the Pledgee under the Pledge Agreement the stock of any Foreign Subsidiary acquired pursuant to the Behring Acquisition and required to be pledged pursuant to the terms of the Pledge Agreement until October 31, 1998. III. Miscellaneous Provisions. ------------------------ 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fifth Amendment Effective Date, both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on and as of the Fifth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective 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). 2. 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. 3. 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 the Borrower and the Agent. 4. 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. -2- 5. This Amendment shall become effective on the date (the "Fifth Amendment Effective Date") when each of Holdings, the Borrower and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Agent at its Notice Office. 6. From and after the Fifth Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. * * * -3- IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written. DADE BEHRING HOLDINGS, INC. By/s/ ------------------------------------- Name: Nancy A. Krejsa Title: Vice President & Treasurer DADE BEHRING INC. By/s/ ------------------------------------- Name: Nancy A. Krejsa Title: Vice President & Treasurer BANKERS TRUST COMPANY, Individually, as Agent and as Collateral Agent By/s/ ------------------------------------- Name: Mary Kay Coyle Title: Managing Director THE BANK OF NOVA SCOTIA By/s/ -------------------------------------- Name: F.C.H. Ashby Title: Senior Manager Loan Operations BANK OF TOKYO-MITSUBISHI TRUST COMPANY By/s/ --------------------------------------- Name: Paul P. Malecki Title: Vice President -4- BANKBOSTON, N.A. By/s/ --------------------------------------- Name: Marie C. Duprey Title Vice President GENERAL ELECTRIC CAPITAL CORPORATION By/s/ --------------------------------------- Name: Holly Kaczmarczyk Title: Duly Authorized Signatory SANWA BUSINESS CREDIT By/s/ --------------------------------------- Name: Stanley Kaminski Title: Vice President ABN AMRO BANK N.V., Chicago Branch By/s/ --------------------------------------- Name: John E. Robertson Title: Vice President By/s/ -------------------------------------- Name: Bernard J. McGulgan Title: Group Vice President & Director CREDIT AGRICOLE INDOSUEZ By/s/ --------------------------------------- Name: David Bouhl, F.V.P. Title: Head of Corporate Banking Chicago -5- By/s/ -------------------------------------- Name: Katherine L. Abbott Title: First Vice President OCTAGON CREDIT INVESTORS LOAN PORTFOLIO, a Unit of The Chase Manhattan Bank By/s/ --------------------------------------- Name: James P. Ferguson Title: Managing Director CITIBANK, N.A. By/s/ --------------------------------------- Name: Steven Kaufman Title: Vice President CRESCENT/MACH I PARTNERS, L.P. By TCW Asset Management Company, its Investment Manager By/s/ --------------------------------------- Name: Justin L. Driscoll Title: Senior Vice President STRATA FUNDING LTD. By/s/ --------------------------------------- Name: John H. Cullinane Title: Director -6- CERES FINANCE LTD. By/s/ --------------------------------------- Name: John H. Cullinane Title: Director AERIES FINANCE LTD. By/s/ --------------------------------------- Name: Andrew Ian Wignall Title: Director CAPTIVA FINANCE LTD. By/s/ --------------------------------------- Name: John H. Cullinane Title: Director CAPTIVA II FINANCE LTD. By/s/ --------------------------------------- Name: John H. Culinane Title: Director CITY NATIONAL BANK By/s/ --------------------------------------- Name: Patrick M. Cassidy Title: Vice President ROYALTON COMPANY, By: Pacific Investment Management Company as its Investment Advisor By: PIMCO Management Inc., a general partner By/s/ --------------------------------------- Name: Richard M. Weil Title: Senior Vice President -7- FIRST NATIONAL BANK OF CHICAGO By/s/ --------------------------------------- Name: Michael A. Basak Title: First Vice President FLOATING RATE PORTFOLIO By: Chancellor LGT - Senior Secured Managment, Inc., as Attorney-in-Fact By/s/ --------------------------------------- Name: Anthony R. Clemente Title: Authorized Signatory KEYPORT LIFE INSURANCE COMPANY By: Stein, Roe & Farnham, as Investment Advisor By/s/ --------------------------------------- Name: Brian G. Good Title: Vice President as Portfolio Manager DAI-ICHI KANGYO BANK LTD. By/s/ --------------------------------------- Name: Sunao Hirata Title: Vice President PRIME INCOME TRUST By/s/ --------------------------------------- Name: Title: -8- MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By/s/ --------------------------------------- Name: Gilles Marchand, CFA Title: Authorized Signatory ML CBO IV (CAYMAN) LTD. By Protective Asset Management Company as Collateral Manager By/s/ --------------------------------------- Name: James Dondero CFA, CPA Title: President Protective Asset Management Company NORTHWESTERN MUTUAL LIFE By/s/ --------------------------------------- Name: John E. Schlifske Title: Vice President PILGRIM AMERICA PRIME RATE TRUST By: PILGRIM AMERICA INVESTMENTS, INC., as its Investment Manager By/s/ --------------------------------------- Name: Michael J. Bacevica Title: Vice President SAKURA BANK LTD. By/s/ --------------------------------------- Name: Yukiharu Sakumoto Title: Joint General Manager -9- SOCIETE GENERALE By/s/ --------------------------------------- Name: John M. Stack Title: Director SOUTHERN PACIFIC BANK By/s/ --------------------------------------- Name: Chris Kelleher Title: Vice President VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST By/s/ --------------------------------------- Name: Jeffrey W. Maillet Title: Senior Vice President & Director IMPERIAL BANK By/s/ --------------------------------------- Name: Ray Vadalma Title: Senior Vice President MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Asset Management L.P., as Investment Advisor By/s/ --------------------------------------- Name: Gilles Marchand, CFA Title: Authorized Signatory -10- SENIOR HIGH INCOME PORTFOLIO, INC. By/s/ --------------------------------------- Name: Title: MERRILL LYNCH DEBT STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management L.P., as Investment Advisor By/s/ --------------------------------------- Name: Gilles Marchand, CFA Title: Authorized Signatory AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., L.P., as Investment Advisor By/s/ --------------------------------------- Name: Fred Berger Title: Chief Financial Officer -11-