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EXHIBIT 10.1
FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO PARENT STOCK PLEDGE AGREEMENT (the
"First Amendment"), dated as of June 24, 1999, made by MINIMED INC., a Delaware
corporation (the "Pledgor"), in favor of ING (U.S.) CAPITAL LLC, a Delaware
limited liability company ("ING"), as Collateral Agent (in such capacity, the
"Collateral Agent") for the Secured Parties referenced herein..
W I T N E S S E T H:
A. The Pledgor and the Collateral Agent, for the benefit of
the Secured Parties referenced therein entered into that certain Parent Stock
Pledge Agreement dated as of May 18, 1999 (as amended, restated, modified or
otherwise supplemented, the "Pledge Agreement"; capitalized terms used herein,
unless otherwise defined herein shall have the meanings assigned to them in the
Pledge Agreement); and
B. The Pledgor and the Collateral Agent agree to amend the
terms and provisions of Pledge Agreement as more particularly described herein
on the terms and conditions described herein;
NOW, THEREFORE, for good and valuable consideration the
receipt of which is hereby acknowledged by it, and in order to induce the
Secured Parties, in their various agent and individual capacities, to continue
to make certain financial accommodations to the Pledgor and certain of its
Subsidiaries pursuant to the Related Documents, the Pledgor agrees with the
Collateral Agent, for the benefit of the Secured Parties, as follows: :
1. Amendment to Section 2.3 of the Pledge Agreement. Section 2.3 of the
Pledge Agreement is hereby amended by deleting Section 2.3 in its entirety and
substituting in lieu thereof the following Section 2.3:
"SECTION 2.3. Delivery of Pledged Property; Registration of
Pledge, Transfer, Etc. All certificates and instruments representing or
evidencing any Collateral, if any, including all Pledged Shares other
than Pledged Shares of Dartec AB, a Swedish company and MiniMed
International Inc., a Barbados company, shall be delivered to and held
by or on behalf of the Collateral Agent pursuant hereto, shall be in
suitable form for transfer by delivery, and shall be accompanied by all
necessary instruments of transfer or assignment, duly executed in blank
and, if such certificates and instruments are traded on a registered
national security exchange and the Collateral Agent shall so request,
with signatures guaranteed by a member of a registered national
securities exchange or the National Association of Securities Dealers,
Inc. or by a commercial bank or trust company
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having an office or correspondent in the United States. The Collateral
Agent shall have the right, at any time without notice to the Pledgor
after (i) the Collateral Agent reasonably determines in good faith that
such action is required to protect or perfect the interest of the
Secured Parties in the Pledged Collateral or (ii) upon the occurrence
and during the continuation of an Event of Default, to transfer to, or
to register in the name of the Collateral Agent or any of its nominees,
any or all of the Pledged Shares, subject only to the revocable rights
of the Pledgor specified in Section 4.6. In addition, the Collateral
Agent shall have the right at any time to exchange certificates or
instruments in its possession representing or evidencing any Pledged
Shares for certificates or instruments of smaller or larger
denominations."
2. Amendment to Schedule I of the Pledge Agreement. Subject to the
terms and conditions of this First Amendment, the Pledge Agreement shall be
modified and amended by deleting Attachment I attached to the Pledge Agreement
in its entirety and by substituting in lieu thereof Attachment I attached
hereto.
3. No Other Amendments. Except for the amendments expressly set forth
and referred to above, the Pledge Agreement shall remain unchanged and in full
force and effect. Nothing in this First Amendment is intended, or shall be
construed, to constitute a novation or an accord and satisfaction of any of the
Secured Obligations or to modify, affect or impair the perfection or continuity
of the Collateral Agent's security interests in, security titles to or other
liens on any Pledged Property for the Secured Parties. The Pledgor hereby
confirms and reaffirms its pledge of the Pledged Property to the Collateral
Agent.
4. Representations and Warranties. To induce Collateral Agent, to enter
into this First Amendment on behalf of the Secured Parties, the Pledgor does
hereby warrant, represent and covenant to the Collateral Agent that: (a) each
representation or warranty of the Pledgor set forth in the Related Documents, is
hereby restated and reaffirmed as true and correct in all material respects on
and as of the date hereof (except to the extent that any such representation or
warranty expressly relates to a prior specific date or period), and no Default
or Event of Default has occurred and is continuing as of this date as defined
under the Related Documents; and (b) the Pledgor has the power and is duly
authorized to enter into, deliver and perform this First Amendment, and this
First Amendment is the legal, valid and binding obligation of the Pledgor
enforceable against it in accordance with its terms.
5. Miscellaneous.
(a) Binding Effect. This First Amendment shall become effective when it
shall have been executed by Pledgor and thereafter shall be binding upon Pledgor
and shall inure to the benefit of the Collateral Agent and the Secured Parties.
Upon the effectiveness of this First Amendment, this First Amendment shall be
deemed to be a part of and shall be subject to all the terms and conditions of
the Pledge Agreement.
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(b) Governing Law. THIS FIRST AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(c) Execution in Counterparts. This First Amendment may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed as of the date first above written.
MINIMED INC., as Pledgor
By: /s/ TERRANCE H. GREGG
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Name: Terrance H. Gregg
Title: President
ING (U.S.) CAPITAL LLC, as Collateral Agent
By: /s/ DARREN WELLS
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Name: Darren Wells
Title: Managing Director
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ATTACHMENT 1
(to the Parent Stock Pledge Agreement)
INITIAL PLEDGED SHARES
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PART A - DOMESTIC SUBSIDIARIES
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Class of Number of Certificate
Issuer Capital Stock Shares Number(s)
------ ------------- --------- -----------
MiniMed Development Corp., Common 10,000 1
a Delaware corporation
MiniMed Distribution Corp., Common 500 1
a Delaware corporation
PART B - FOREIGN SUBSIDIARIES
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Class of Number of Certificate
Issuer Capital Stock Shares Number(s)
------ ------------- --------- -----------
MiniMed Gmbh, Germany N/A 0.65 N/A
MiniMed SA, France N/A 8 N/A
Dartec AB, Sweden Common 1,400 1-1,400
MiniMed International Inc., Barbados Common 650 1
[Note: the Pledged Shares of MiniMed Gmbh, MiniMed SA, Dartec AB, and MiniMed
International Inc. constitute approximately sixty five percent (65%) of each
class of the issued and outstanding stock of each such company.]