Exhibit 10.02
AMENDMENT NO. 1 TO QUINTILES
TRANSNATIONAL CORP./CITICORP NORTH
AMERICA, INC. CREDIT AGREEMENT
AS OF JUNE 22, 2004
AMENDMENT NO. 1
AMENDMENT NO. 1, dated as of June 22, 2004 (this "Amendment"), to
the Credit Agreement dated as of September 25, 2003 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement") among Quintiles
Transnational Corp., as borrower (the "Borrower"), the Lenders referred to
therein and Citicorp North America, Inc., as administrative agent (the
"Administrative Agent"). Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement (as amended
hereby).
WHEREAS, the Borrower desires to amend certain provisions of the
Credit Agreement as further described below;
NOW, THEREFORE, in consideration of the premises and covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
SECTION 1. AMENDMENT.
(a) Section 1.01 of the Credit Agreement is hereby amended by
deleting the definition of "Bioglan" therein and replacing it with the
following:
""Bioglan" means (i) Bioglan Pharmaceuticals Company, a North
Carolina corporation, and (ii) the assets of Quintiles Ireland Limited and
Quintiles Bermuda Ltd. related to the business of Bioglan and identified on
Schedule A to Amendment No. 1 to the Credit Agreement dated as of June 22,
2004."
(b) Section 1.01 of the Credit Agreement is hereby amended by
adding the words "except net after-tax gains or losses on the disposition of
Bioglan" to the end of clause (iii) in the definition of "Consolidated Net
Income."
(c) The list of Permitted PharmaBio Investments in Schedule 6.04
of the Credit Agreement is hereby amended by deleting the reference to "Bioglan
Pharmaceuticals Company" therein and replacing it with "Bioglan".
SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower represents
and warrants to the Lenders as of the date hereof that:
(a) The execution and delivery of this Amendment by the Borrower
has been duly authorized.
(b) Neither the execution or delivery by the Borrower of this
Amendment, nor compliance by the Borrower with the terms and provisions hereof,
(i) will contravene any applicable provision of any law, statute, rule or
regulation, or any order, writ, injunction or decree of any court or
Governmental Authority, (ii) will conflict or be inconsistent with, or
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result in any breach of, any of the terms, covenants, conditions or provisions
of, or constitute a default under, the terms of any indenture, mortgage, deed of
trust, loan agreement, credit agreement or any other material agreement,
contract or instrument to which Borrower or any of its Subsidiaries is a party
or by which Borrower or any of its Subsidiaries' property or assets is bound or
to which the Borrower or any of its Subsidiaries may be subject, or (iii) will
violate any provision of the certificate of incorporation or bylaws (or
equivalent organizational or other charter documents) of the Borrower or any of
its Subsidiaries.
(c) At the time of and after giving effect to this Amendment, no
Default or Event of Default has occurred and is continuing.
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on the date (the "Amendment Effective Date") on which (a) the
Administrative Agent (or its counsel) shall have received from Lenders
constituting the Requisite Lenders either (i) counterparts of this Amendment
signed on behalf of such parties or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Amendment) that such parties have signed counterparts of
this Amendment and Consent; and (b) the expenses referred to in Section 4 have
been repaid in full.
SECTION 4. EXPENSES. The Borrower agrees to reimburse the
Administrative Agent's out-of-pocket expenses incurred by it in connection with
this Amendment, including the reasonable fees, charges and disbursements of
Cahill Gordon & Reindel LLP, counsel for the Administrative Agent.
SECTION 5. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original,
but all of which when taken together shall constitute a single instrument.
Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
SECTION 6. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. HEADINGS. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
QUINTILES TRANSNATIONAL CORP., as
the Borrower
By: /s/ John Russell
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Name: John Russell
Title: Executive Vice President
CITICORP NORTH AMERICA, INC., as
Administrative Agent and Lender
By: /s/ Allen Fisher
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Name: Allen Fisher
Title: Vice President
SCHEDULE A
QIRELAND AND QBERMUDA ASSETS
ADOXA
- Distribution Agreement, dated December 27, 2000, between Par
Pharmaceutical, Inc. ("Par") and Bioglan Pharma Inc. (now known
as BPI New Corp.)
- Assignment of Distribution Agreement, dated March 22, 2002,
between Par, Bioglan Pharma Inc. and Quintiles Ireland Limited
- Second Amendment to Distribution Agreement and First Amendment to
Assignment of Distribution Agreement effective September 11,
2003, between Par and Quintiles Ireland Limited
- Third Amendment to Distribution Agreement, dated April 13, 2004,
between Par and Quintiles Ireland Limited
- Packaging Agreement, dated April 2, 2003, between Cardinal Health
PTS, Inc. and Quintiles Ireland Limited
SOLARAZE
- Licence and Manufacturing Agreement, dated March 13, 2000,
between Bioglan Pharma plc and Jagotec AG ("Jagotec")
- Addendum Agreement, dated December 28, 2000, between Bioglan
Pharma plc and Jagotec
- Second Addendum, dated December 20, 2001, among Bioglan Pharma
plc, Jagotec, and Quintiles Ireland Limited
- Deed of Variation and Novation, dated December 20, 2001, among
Jagotec, Bioglan plc, Bioglan Pharma Inc., Quintiles Ireland
Limited and Quintiles Transnational Corp.
- Manufacturing Services Agreement, dated January 22, 2003, between
Patheon YM Inc. and Quintiles Ireland Limited
- Technical Agreement, dated January 22, 2003, between Patheon YM
Inc. and Quintiles Ireland Limited
- Technology Transfer and Scale-up Agreement, dated August 27,
2003, between Helsinn Birex Pharmaceuticals Ltd. and Quintiles
Ireland Limited
CORD LOGISTICS, INC.
- Distribution Services Agreement, dated December 13, 1999, between
Bioglan Pharma Inc. and CORD Logistics, Inc. ("CORD")
- Amendment to Distribution Services Agreement, dated May 23, 2000,
between CORD and Bioglan Pharma Inc.
- Amendment to Distribution Services Agreement, dated February 6,
2002, between CORD and Bioglan Pharma Inc.
- System Access Agreement, dated January 1, 2000, between CORD and
Bioglan Pharma Inc.
DPT LABORATORIES
- Manufacturing Agreement, dated October 29, 2000, between DPT
Laboratories Ltd. and Bioglan Pharma Inc.
- Amendment to Manufacturing Agreement, dated February 7, 2001,
between DPT Laboratories Ltd. and Bioglan Pharma Inc.
CARLYLE LOAN OPPORTUNITY FUND,
as a Lender
By: /s/ Mark Alter
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Name: Mark Alter
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS IV, LTD.,
as a Lender
By: /s/ Mark Alter
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Name: Mark Alter
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS III, LTD., as a
Lender
By: /s/ Mark Alter
----------------------------------------
Name: Mark Alter
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS II, LTD., as a
Lender
By: /s/ Mark Alter
----------------------------------------
Name: Mark Alter
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS, L.P., as a Lender
By: /s/ Mark Alter
----------------------------------------
Name: Mark Alter
Title: Managing Director
METROPOLITAN LIFE INSURANCE COMPANY, as a
Lender
By: /s/ James R. Dingler
----------------------------------------
Name: James R. Dingler
Title: Director
MADISON AVENUE CDO I LTD., as a Lender
By: /s/ James R. Dingler
----------------------------------------
Name: James R. Dingler
Title: Director
MADISON AVENUE CDO III LTD., as a Lender
By: /s/ James R. Dingler
----------------------------------------
Name: James R. Dingler
Title: Director
APEX (TRIMARAN) CDO I, LTD.
BY TRIMARAN ADVISORS, L.L.C., as a Lender
By: /s/ David M. Millison
----------------------------------------
Name: David M. Millison
Title: Managing Director
GOLDENTREE HIGH YIELD OPPORTUNITIES I, LP
BY: GOLDENTREE ASSET MANAGEMENT, LP, as a
Lender
By: /s/ Frederick S. Haddad
----------------------------------------
Name: Frederick S. Haddad
Title:
GOLDENTREE HIGH YIELD OPPORTUNITIES II, LP
BY: GOLDENTREE ASSET MANAGEMENT, LP, as a
Lender
By: /s/ Frederick S. Haddad
----------------------------------------
Name: Frederick S. Haddad
Title:
STICHTING BEDRIJFSTAKPENSOENFONDS VOOR DE
MATELEKTRO
BY: GOLDENTREE ASSET MANAGEMENT, LP, as a
Lender
By: /s/ Frederick S. Haddad
----------------------------------------
Name: Frederick S. Haddad
Title:
GOLDENTREE LOAN OPPORTUNITIES II, LTD.
BY: GOLDENTREE ASSET MANAGEMENT, LP, as a
Lender
By: /s/ Frederick S. Haddad
----------------------------------------
Name: Frederick S. Haddad
Title:
STICHTING PENSIONFONDS HOOGOVENS
BY: GOLDENTREE ASSET MANAGEMENT, LP , as a
Lender
By: /s/ Frederick S. Haddad
----------------------------------------
Name: Frederick S. Haddad
Title:
GOLDENTREE LOAN OPPORTUNITIES I, LTD.
BY: GOLDENTREE ASSET MANAGEMENT, LP, as a
Lender
By: /s/ Frederick S. Haddad
----------------------------------------
Name: Frederick S. Haddad
Title:
GENERAL ELECTRIC CAPITAL CORP., as a Lender
By: /s/ Steve J. Warner
----------------------------------------
Name: Steve J. Warner
Title: Duly Authorized Signatory
TORONTO DOMINION (NEW YORK), INC., as a
Lender
By: /s/ Michelle Manning
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Name: Michelle Manning
Title: Vice President
MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL
` LYNCH BUSINESS FINANCIAL SERVICES, INC., as a Lender
By: /s/ Luis A. Viera
----------------------------------------
Name: Luis A. Viera
Title: Vice President
SAWGRASS TRADING LLC, as a Lender
By: /s/ Diana M. Himes
----------------------------------------
Name: Diana M. Himes
Title: Assistant Vice President
CITIBANK N.A., as a Lender
By: /s/ James Nessell
----------------------------------------
Name: James Nessell
Title: Director
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH AS
INVESTMENT ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
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Name: Payson F. Swaffield
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT AS INVESTMENT
ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
----------------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT
ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
----------------------------------------
Name: Payson F. Swaffield
Title: Vice President
OXFORD STRATEGIC INCOME FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT
ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
----------------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE CDO III, LTD.
BY: EATON VANCE MANAGEMENT AS INVESTMENT
ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
------------------------------------
Name: Payson F. Swaffield
Title: Vice President
COSTANTINUS EATON VANCE CDO V, LTD.
BY: EATON VANCE MANAGEMENT AS INVESTMENT
ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE CDO VI LTD.
BY: EATON VANCE MANAGEMENT AS
INVESTMENT ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
GRAYSON & CO.
BY: BOSTON MANAGEMENT AND RESEARCH AS
INVESTMENT ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
BY: EATON VANCE MANAGEMENT AS INVESTMENT
ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
EATON VANCE LIMITED DURATION INCOME FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT
ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
TOLLI & CO.
BY: EATON VANCE MANAGEMENT AS INVESTMENT
ADVISOR, as a Lender
By: /s/ Payson F. Swaffield
-------------------------------------
Name: Payson F. Swaffield
Title: Vice President
FRANKLIN FLOATING RATE TRUST, as a Lender
By: /s/ Richard Hsu
-------------------------------------
Name: Richard Hsu
Title: Asst. Vice President
FRANKLIN FLOATING RATE MASTER SERIES,
as a Lender
By: /s/ Richard Hsu
-------------------------------------
Name: Richard Hsu
Title: Asst. Vice President
FRANKLIN FLOATING RATE DAILY ACCESS FUND,
as a Lender
By: /s/ Richard Hsu
-------------------------------------
Name: Richard Hsu
Title: Asst. Vice President
FRANKLIN TEMPLETON LIM. DURATION INCOME
TRUST, as a Lender
By: /s/ Richard Hsu
-------------------------------------
Name: Richard Hsu
Title: Asst. Vice President
FRANKLIN TOTAL RETURN FUND, as a Lender
By: /s/ Richard Hsu
-------------------------------------
Name: Richard Hsu
Title: Asst. Vice President
FRANKLIN CLO III, LIMITED, as a Lender
By: /s/ Richard Hsu
-------------------------------------
Name: Richard Hsu
Title: Vice President
FRANKLIN CLO IV, LIMITED, as a Lender
By: /s/ Richard Hsu
-------------------------------------
Name: Richard Hsu
Title: Vice President
RESIDENTIAL FUNDING CORPORATION, as a
Lender
By: /s/ Kevin Howell
-------------------------------------
Name: Kevin Howell
Title: SVP
ATRIUM CDO, as a Lender
By: /s/ Andrew H. Marshak
-------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
CSAM FUNDING II, as a Lender
By: /s/ Andrew H. Marshak
-------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
CSAM FUNDING I, as a Lender
By: /s/ Andrew H. Marshak
-------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
FIRST DOMINION FUNDING III, as a Lender
By: /s/ Andrew H. Marshak
-------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
FIRST DOMINION FUNDING II, as a Lender
By: /s/ Andrew H. Marshak
-------------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
HAMILTON CDO, LTD.
BY: STANFIELD CAPITAL PARTNERS LLC AS
ITS COLLATERAL MANAGER, as a Lender
By: /s/ Christopher E. Jansen
-------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
SUNAMERICA SENIOR FLOATING RATE FUND INC.
BY: STANFIELD CAPITAL PARTNERS LLC AS
SUBADVISOR, as a Lender
By: /s/ Christopher E. Jansen
-------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
STANFIELD/RMF TRANSATLANTIC CDO LTD.
BY: STANFIELD CAPITAL PARTNERS LLC AS ITS
COLLATERAL MANAGER, as a Lender
By: /s/ Christopher E. Jansen
-------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
STANFIELD CLO LTD.
BY: STANFIELD CAPITAL PARTNERS LLC AS ITS
COLLATERAL MANAGER, as a Lender
By: /s/ Christopher E. Jansen
-------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
WINDSOR LOAN FUNDING, LIMITED
BY: STANFIELD CAPITAL PARTNERS LLC AS ITS
INVESTMENT MANAGER, as a Lender
By: /s/ Christopher E. Jansen
-------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner