Exhibit 99.02
FIRST AMENDMENT TO CREDIT AGREEMENT, AGENCY ASSIGNMENT AND
AMENDMENT TO GUARANTY
This FIRST AMENDMENT TO CREDIT AGREEMENT, AGENCY ASSIGNMENT AND AMENDMENT
TO GUARANTY (this "First Amendment") dated as of March 24, 2004, with an
Effective Date determined in accordance with Section 4 below, is entered into by
and among Cardinal Health, Inc., an Ohio corporation (the "Company"), the
Subsidiary Borrowers party to the Credit Agreement defined below (such
Subsidiary Borrowers, collectively with the Company, are referred to as the
"Borrowers"), the Lenders party to the Credit Agreement, Bank One, NA, ("Bank
One") and Wachovia Bank, National Association, ("Wachovia").
STATEMENT OF PURPOSE
The Borrowers, the Lenders and Bank One, as administrative agent, entered
into a Five-Year Credit Agreement dated as of March 27, 2003 (as amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), pursuant to which the Lenders have extended certain credit
facilities to the Borrowers. Capitalized terms used in this First Amendment
which are not otherwise defined herein have the respective meanings attributed
to such terms in the Credit Agreement.
The Borrowers have requested that the Credit Agreement be amended to
substitute Wachovia as Administrative Agent and that certain other related
amendments be made.
The Lenders, Wachovia and Bank One are, on the terms and conditions stated
below, willing to grant the requests of the Borrowers.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereby agree as follows:
SECTION 1. Assignment of Agency. The parties hereto hereby agree and
acknowledge that pursuant hereto, Bank One hereby assigns to Wachovia, and
Wachovia hereby assumes, all of the right, title and interest of Bank One, in
its capacity as Administrative Agent, in, to and under the Credit Agreement and
all other Loan Documents. The parties hereto further agree and acknowledge that
(a) the provisions of this First Amendment shall be deemed to constitute the
resignation of Bank One as administrative agent and otherwise to fulfill the
requirements for the selection of a successor administrative agent set forth in
Section 10.12 of the Credit Agreement and (b) the execution of this First
Amendment shall be deemed to evidence the consent of the Required Lenders and
the Company to the substitution of Wachovia as Administrative Agent under the
Credit Agreement and the Loan Documents. The parties hereto further agree and
acknowledge that, from and after the date hereof, Wachovia shall be, and shall
be deemed to be, the Administrative Agent for all purposes under the Credit
Agreement and each of the Loan Documents.
SECTION 2. Amendments to Credit Agreement. The Credit Agreement is, as of
the Effective Date and subject to the satisfaction of the conditions precedent
set forth in Section 4 hereof, hereby amended as follows:
(a) Article I is hereby amended as follows:
(i) the definition of "364-Day Credit Agreement" is hereby deleted
in its entirety and the following new definition substituted in lieu
thereof in proper alphabetical order:
" `2004 Five-Year Credit Agreement' means the 2004 Five-Year
Credit Agreement dated as of March 23, 2004 by and among the
Borrowers, the Lenders party thereto, and Wachovia Bank, National
Association, as Administrative Agent."
(ii) the definition of "Administrative Agent" is hereby deleted in
its entirety and the following definition substituted in lieu thereof:
" `Administrative Agent' means Wachovia Bank, National
Association in its capacity as contractual representative of the
Lenders pursuant to Article X, and not in its individual capacity as
a Lender, and any successor Administrative Agent appointed pursuant
to Article X."
(iii) the references to "Bank One" contained in the definition of
"Eurocurrency Reference Rate" are hereby deleted and references to
"Wachovia" substituted in lieu thereof.
(iv) the references to "Chicago" contained in the definition of
"Business Day" are hereby deleted in their entirety and references to
"Charlotte, North Carolina" substituted in lieu thereof.
(v) the following new definition is hereby added to Article I in
proper alphabetical order:
" `Existing Facility LCs' means the collective reference to
the following Letters of Credit issued by Bank One:
Issuance Issuance Expiration
Date Number Amount Beneficiary Date
- ---------- --------- -------------- --------------------- -----------
6/19/2003 SLT751301 $ 132,000.00 Travelers Ins. Co. 7/31/2004
6/11/2003 SLT751289 $ 399,322.92 BT Wayne, LLC 10/16/2004
6/11/2003 SLT751287 $ 346,258.00 National Union Fire 7/1/2004
Ins. Co.
6/11/2003 SLT751286 $ 4,796,500.00 Royal Indemnity Co. 6/30/2004
6/11/2003 SLT751290 $15,340,793.00 Lumberman's Mutual 9/7/2004
Casualty Ins.
6/11/2003 SLT751288 $ 2,593,000.00 Lumberman's Mutual 9/7/2004
Casualty Ins.
2
7/30/2003 SLT751352 $10,500,000.00 United States 6/30/2004
Fidelity and Guaranty
Co.
9/23/2003 SLT332698 $ 64,139.58 Logan Township 9/15/2004
9/26/2003 SLT751631 $ 22,980.00 Anne Arundel Co. 9/22/2004
9/26/2003 SLT751630 $ 522,253.50 Anne Arundel Co. 9/22/2004
11/4/2003 SLT751659 $ 2,088,547.19 Logan Township 6/30/2004
11/25/2003 SLT751482 $ 45,269.00 Anne Arundel County 11/24/2004
11/25/2003 SLT751481 $ 22,635.00 Anne Arundel County 11/24/2004
(vi) the following new definition is hereby added to Article I in
proper alphabetical order:
" `Fitch' means Fitch, Inc."
(vii) the definition of "LC Issuer" is hereby deleted in its
entirety and the following definition is hereby substituted in lieu
thereof:
" `LC Issuer' means (a) Wachovia (or any Subsidiary or
affiliate of Wachovia designated by Wachovia) in its capacity as
issuer of Facility LCs hereunder and (b) Bank One in its capacity as
issuer of the Existing Facility LCs."
(viii) the definition of "Lead Arranger" is hereby deleted in its
entirety and the following new definition is substituted in lieu thereof
in alphabetical order:
" `Lead Arrangers' means Wachovia Capital Markets, LLC and
Banc One Capital Markets, Inc., and their respective successors and
assigns."
(ix) the definition of Loan Documents is hereby amended by inserting
the phrase "(but excluding Rate Hedge Agreements)" immediately prior to
the period at the end of such definition.
(x) the definition of "Prime Rate" is hereby amended by deleting the
phrase "Bank One or its parent" and substituting "Wachovia" in lieu
thereof.
(xi) the definition of "Syndication Agents" is hereby deleted in its
entirety and the following definition substituted in lieu thereof:
" `Syndication Agents' means Bank of America, N.A., and Bank
One, NA"
(xii) the following new definition is hereby added in alphabetical
order:
" `Wachovia' means Wachovia Bank, National Association."
(xiii) the definition of "Commitment" is hereby amended by deleting
the words "a Borrower" in approximately the third (3rd) line thereof and
substituting in lieu thereof the following words, "one or more Borrowers".
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(xiv) The definition of "Financial Contract" is hereby deleted in
its entirety.
(b) Section 2.10 is hereby amended by deleting the following words from
the third (3rd) line of such section ", in Chicago, Illinois".
(c) Section 2.16 is hereby amended by deleting the words "Interest,
facility fees" in approximately the sixteenth (16th) line thereof and
substituting the following words, "Facility fees, utilization fees and interest
on Eurocurrency Advances" in lieu thereof.
(d) Section 2.20.1 is hereby amended by inserting the following sentence
at the end of such subsection:
"The Existing Facility LCs shall be deemed to be Facility LCs issued and
outstanding under this Agreement; provided, however, that such Existing
Facility LCs shall be replaced by Facility LCs issued by Wachovia, as the
LC Issuer, upon the expiration and/or maturity thereof and shall not be
otherwise extended, renewed or modified."
(e) Section 2.20.11 is hereby amended by deleting the reference to "Bank
One" in approximately the fourteenth (14th) line of such section and
substituting "Wachovia" in lieu thereof.
(f) Section 4.2(iv) is hereby amended by inserting the phrase ", each
Conversion/Continuation Notice" immediately following the word "Notice" in the
first (1st) line of such section.
(g) Section 5.8 is hereby amended by adding the following new item "(d)"
immediately following the words "and take such other action reasonably requested
by Administrative Agent" in approximately the twenty-first (21st) line thereof:
"and (d) all applicable Lenders are able (i) under their respective
internal policies and guidelines with respect to (A) lending to borrowers
located in certain foreign jurisdictions and (B) lending in certain foreign
currencies and (ii) under all constitutions, laws, statutes, ordinances, rules,
treaties, regulations, orders of courts or governmental authorities, to lend to
such new Subsidiary Borrower."
(h) Section 6.10 is hereby amended by inserting the following new item
"(v)" at the end of such section:
"(v) Sales of Rate Hedging Agreements."
(i) Section 6.11 is hereby amended by adding inserting the following new
item "(v)" at the end of such section:
"(v) Investments in Rate Hedging Agreements."
4
(j) Section 7.5 is hereby amended by deleting the reference to "364-Day
Credit Agreement" in approximately the fourth (4th) line thereof and
substituting "2004 Five-Year Credit Agreement" in lieu thereof.
(k) Section 8.3 is hereby amended by deleting the phrase "until the
Obligations have been paid in full" in the last sentence of such section and
substituting the phrase "until the later of (a) the Facility Termination Date
and (b) the date on which the Obligations have been paid in full" in lieu
thereof.
(l) Section 10.1 is hereby amended by deleting the reference to "Bank One,
NA", in the first line of such section and substituting "Wachovia" in lieu
thereof.
(m) Section 10.8 is hereby amended by inserting the phrase "and the
Commitments" immediately preceding the "." at the end of such section.
(n) Section 12.3.1 is hereby amended by deleting the following sentence in
approximately the eleventh (11th) line of such section:
"The Administrative Agent shall give written notice to each Lender
of any assignment becoming effective to an assignor other than a Lender or
an Affiliate thereof."
(o) All references in the Credit Agreement to "Lead Arranger" are hereby
deleted and the words "Co-Lead Arrangers" substituted in lieu thereof.
(p) Schedules 3 and 4 to the Credit Agreement are deleted in their
entirety and the Schedules attached hereto as Annex 1 substituted in lieu
thereof.
(q) Exhibit B to the Credit Agreement is deleted in its entirety and
Exhibit B attached hereto as Annex 2 is substituted in lieu thereof.
(r) The addressee in Exhibit D is hereby amended by deleting the reference
to "Bank One, NA" and substituting "Wachovia Bank, National Association" in lieu
thereof.
(s) The Pricing Schedule to the Credit Agreement is hereby deleted in its
entirety and the Pricing Schedule attached hereto as Annex 3 is substituted in
lieu thereof.
SECTION 3. Change of Notice Address of Administrative Agent; Amendment of
Guaranty.
(a) Pursuant to Article XIII of the Credit Agreement, the parties hereto
acknowledge and agree that the notice address for the Administrative Agent is as
follows:
Wachovia Bank, National Association
Charlotte Plaza, CP-8
201 South College Street
Charlotte, North Carolina 28288-0680
5
Attention: Syndication Agency Services
Telephone No.: (704) 374-2698
Facsimile No.: (704) 383-0288
(b) The parties hereto acknowledge and agree that (i) "Agent" (as such
term is defined in the Guaranty) means Wachovia Bank, National Association, and
(ii) the notice address contained on the signature page to the Guaranty is
hereby amended to reflect the same address as set forth in Section 3(a) above.
(c) The Guaranty is hereby amended by deleting the text of section 6 in
its entirety and substituting in lieu thereof the following new text:
"The Guarantor hereby covenants and agrees that until the later of (a)
irrevocable payment in full of the principal and accrued interest on all
of the Loans and the payment and performance of all other Obligations of
the Borrowers and (b) the Facility Termination Date (as defined in the
Credit Agreement) under the Credit Agreement, it shall observe and perform
each of its agreements and covenants set forth in the Credit Agreement and
this Guaranty."
SECTION 4. Conditions of Effectiveness. This First Amendment shall be
deemed to have an effective date (the "Effective Date") upon receipt by Wachovia
of the following, in form and substance satisfactory to Wachovia:
(a) counterparts of this First Amendment duly executed by each
Borrower, each Guarantor and the Required Lenders;
(b) a certificate of the secretary or assistant secretary (or
equivalent officer) of each Borrower certifying that the articles of
incorporation (or equivalent organizational document) and the bylaws (or
equivalent governing document) of such Borrower delivered to the
administrative agent on March 27, 2003, have not been amended or otherwise
modified since such date; and
(c) payment in full by the Borrowers to Wachovia on the Effective
Date of all costs and expenses of Wachovia in connection with the
preparation, execution, delivery and administration of this First
Amendment (including, without limitation, all fees and expenses of Kennedy
Covington Lobdell & Hickman, L.L.P., as legal counsel to Wachovia).
SECTION 5. Representations, Warranties and Covenants of the Borrowers and
the Guarantor. Each Borrower and the Guarantor represents and warrants as
follows:
(a) The execution, delivery and performance by each Borrower and the
Guarantor of this First Amendment and the Loan Documents, as amended
hereby, to which it is or is to be a party, are within such Borrower's or
the Guarantor's, as the case may be, corporate, partnership, or limited
liability company, as applicable, powers, have been duly authorized by all
necessary corporate, partnership, or limited liability company, as
applicable, action and do not contravene (i) such Borrower's or the
Guarantor's, as the
6
case may be, certificate of limited partnership, partnership agreement,
articles of organization, and operating agreement, charter or by-laws, as
the case may be, (ii) law or any contractual restriction binding on or
affecting such Borrower or the Guarantor.
(b) No authorization, approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required
for the due execution, delivery and performance by any Borrower or the
Guarantor of this First Amendment or any of the Loan Documents, as amended
hereby, to which it is or is to be a party.
(c) This First Amendment and each of the other Loan Documents, as
amended hereby, to which any Borrower or the Guarantor is a party,
constitute valid and binding obligations of such Borrower (or the
Guarantor, as applicable) enforceable against such Borrower (or the
Guarantor, as applicable) in accordance with their respective terms.
(d) The representations and warranties made by the Borrowers in the
Credit Agreement are true and correct on the Effective Date, except for
any representation and warranty made as of an earlier date, which
representation and warranty made as of such earlier date shall remain true
and correct as of such earlier date.
SECTION 6. Reference to and Effect on the Loan Documents.
(a) Upon the Effective Date, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement and
all other Loan Documents, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this First
Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Lender under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 7. Acknowledgement by Guarantor. By its execution hereof, the
Guarantor hereby expressly (a) consents to the modifications and amendments set
forth in this First Amendment, (b) reaffirms all of its covenants,
representations, warranties and other obligations set forth in the Guaranty
Agreement and the other Loan Documents to which it is a party and (c)
acknowledges, represents and agrees that its respective covenants,
representations, warranties and other obligations set forth in the Guaranty
Agreement and the other Loan Documents to which it is a party remain in full
force and effect.
7
SECTION 8. Execution in Counterparts. This First Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.
SECTION 9. Governing Law. This First Amendment shall be governed by,
construed and enforced in accordance with the internal laws (including, without
limitation, 735 ILCS Section 105/5-1 et seq, but otherwise without regard to the
conflict of laws provisions) of the State of Illinois, but giving effect to
federal laws applicable to national banks.
SECTION 10. Amendments. No change, addition to, amendment or modification
of the terms of this First Amendment shall be effective unless reduced to
writing and executed by all the parties hereto.
SECTION 11. Entire Agreement. This First Amendment is the entire
agreement, and supersedes any prior agreements and contemporaneous oral
agreements, of the parties concerning its subject matter.
SECTION 12. Successors and Assigns. This First Amendment shall be binding
on and inure to the benefit of the parties and their heirs, beneficiaries,
successors and assigns.
SECTION 13. Further Assurances. The parties hereto shall execute and
deliver such additional documents and take such additional action as may be
necessary or desirable to effectuate the provisions and purposes of this First
Amendment.
SECTION 14. Fax Transmission. A facsimile, telecopy or other reproduction
of this First Amendment may be executed by one or more parties hereto, and an
executed copy of this First Amendment may be delivered by one or more parties
hereto by facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this First Amendment as well as any facsimile, telecopy
or other reproduction hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
CARDINAL HEALTH, INC., as Borrower and
Guarantor
By: /s/ Richard J. Miller
-----------------------------------------
Name: Richard J. Miller
Title: Executive Vice President and Chief
Financial Officer
By: /s/ Donna Brandin
-----------------------------------------
Name: Donna Brandin
Title: Senior Vice President and Treasurer
WACHOVIA BANK, NATIONAL ASSOCIATION,
as successor Administrative Agent, and Lender
By: /s/ Glenn F. Edwards
------------------------
Name: Glenn F. Edwards
Title: Managing Director
BANK ONE, NA, as resigning Administrative
Agent, Syndication Agent and Lender.
By: /s/ Michael R. Zaksheske
---------------------------
Name: Michael R. Zaksheske
Title: Director
BANK OF AMERICA, N.A., as Syndication Agent
and Lender
By: /s/ James W. Ford
------------------------
Name: James W. Ford
Title: Managing Director
CREDIT SUISSE FIRST BOSTON, acting Through its
Cayman Islands Branch, as Documentation Agent
and Lender
By: /s/ Paul L. Colon
------------------------
Name: Paul L. Colon
Title: Director
By: /s/ Jennifer A. Pieza
------------------------
Name: Jennifer A. Pieza
Title: Associate
BARCLAY'S BANK PLC, as Documentation
Agent and Lender
By: /s/ L. Peter Yetman
----------------------
Name: L. Peter Yetman
Title: Director
DEUTSCHE BANK SECURITIES INC.
as Documentation Agent
DEUTSCHE BANK AG - NEW YORK BRANCH, and
Lender
By: /s/ Thomas A. Foley
----------------------
Name: Thomas A. Foley
Title: Director
By: /s/ Patrick Dutilly
-----------------------
Name: Patrick Dutilly
Title: Vice President
UBS AG CAYMAN ISLANDS BRANCH, as Lender
By: /s/ Wilfred V. Saint
-----------------------------------------
Name: Wilfred V. Saint
Title: Director, Banking Products
Services, US
By: /s/ Joselin Fernandes
-----------------------------------------
Name: Joselin Fernandes
Title: Associate Director Banking Products
Services, US
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH, as Lender
By: /s/ Shinichiro Munechika
-----------------------------------------
Name: Shinichiro Munechika
Title: Deputy General Manager
FLEET NATIONAL BANK, as Lender
By: /s/ Philip Davi
------------------
Name: Philip Davi
Title: SVP
THE BANK OF NOVA SCOTIA, as Lender
By: /s/ M.D. Smith
------------------------
Name: M.D. Smith
Title: Agent Operations
SUNTRUST BANK, as Lender
By: /s/ John W. Teasley
----------------------
Name: John W. Teasley
Title: Director
PNC BANK, NATIONAL ASSOCIATION, as Lender
By: /s/ Jeffrey L. Stein
-----------------------------------------
Name: Jeffrey L. Stein
Title: Vice President
NATIONAL CITY BANK, as Lender
By: /s/ Thomas E. Redmond
-----------------------------------------
Name: Thomas E. Redmond
Title: Senior Vice President
BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
as Lender
By: /s/ Anne-Maureen Sarfati
---------------------------------
Name: Anne-Maureen Sarfati
Title: Vice President,
Global Corporate Banking
By: /s/ Hector O. Villegas
---------------------------------
Name: Hector O. Villegas
Title: Vice President,
Global Corporate Banking
BANCA INTESA S.P.A., as Lender
By: /s/ F. Maffei
-----------------------------
Name: F. Maffei
Title: VP
By: /s/ Anthony F. Giobbi
-----------------------------
Name: Anthony F. Giobbi
Title: First Vice President
THE BANK OF NEW YORK, as Lender
By: /s/ Patrick Vatel
------------------------------
Name: Patrick Vatel
Title: Vice President
ABN AMRO BANK N.V., as Lender
By: /s/ Rae Etherington
------------------------------
Name: Rae Etherington
Title: Executive Director
By: /s/ Neil Stein
------------------------------
Name: Neil Stein
Title: Director
FIFTH THIRD BANK (CENTRAL OHIO), as
Lender
By: /s/ Christopher D. Jones
-----------------------------
Name: Christopher D. Jones
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, as Lender
By: /s/ J Todd Price
----------------------------
Name: J Todd Price
Title: Vice President
ALLIED IRISH BANKS, p.l.c., as Lender
By: /s/ Michael Doyle
--------------------------------
Name: Michael Doyle
Title: Senior Vice President
CREDIT LYONNAIS-S.A., as Lender
By: /s/ Marie Cecile JACQUET
--------------------------------
Name: Marie Cecile JACQUET
Title: Directeur Commercial
Annex 1
Replacement Schedules to Credit Agreement
SCHEDULE 3
EUROCURRENCY PAYMENT OFFICES OF THE AGENT
Currency Eurocurrency Payment Office
-------- ---------------------------
Dollars Wachovia Bank, National Bank
Charlotte, North Carolina
British Pounds Sterling Wachovia Bank, National Association
London Branch
Euros Wachovia Bank, National Association
London Branch
SCHEDULE 4
LENDING INSTALLATIONS
Lender Floating Rate Loans Eurocurrency Loans (list all)
------ ------------------- -----------------------------
Wachovia Bank, National Association Wachovia Bank, National Association Wachovia Bank, National Association
Wachovia Bank, National Association,
London Branch (for Multicurrency
Loans in its capacity as
Administrative Agent)
Bank One, NA Bank One, NA, Chicago, Illinois Bank One, NA, Chicago, Illinois
Bank One, NA, London Branch
(for Multicurrency Loans)
Bank of America, N.A. Bank of America, N.A. Bank of America, N.A.
Deutsche Bank AG, New York Branch Deutsche Bank AG, New York Branch Deutsche Bank AG, New York Branch
Barclays Bank PLC Barclays Bank PLC Barclays Bank PLC
Credit Suisse First Boston, acting Credit Suisse First Boston, acting Credit Suisse First Boston, acting
through its Cayman Islands Branch through its Cayman Islands Branch through its Cayman Islands Branch
UBS Loan Finance LLC UBS Loan Finance LLC UBS Loan Finance LLC
The Bank of Tokyo-Mitsubishi, LTD., The Bank of Tokyo-Mitsubishi, LTD., The Bank of Tokyo-Mitsubishi, LTD.,
Chicago Branch Chicago Branch Chicago Branch
Fleet National Bank Fleet National Bank Fleet National Bank
The Bank of Nova Scotia The Bank of Nova Scotia The Bank of Nova Scotia
SunTrust Bank SunTrust Bank SunTrust Bank
PNC Bank, National Association PNC Bank, National Association PNC Bank, National Association
National City Bank National City Bank National City Bank
Banco Bilbao Vizcaya Argentaria S.A. Banco Bilbao Vizcaya Argentaria S.A. Banco Bilbao Vizcaya Argentaria S.A.
Banca Intesa S.P.A. Banca Intesa S.P.A. Banca Intesa S.P.A.
The Bank of New York The Bank of New York The Bank of New York
ABN AMRO Bank N.V. ABN AMRO Bank N.V. ABN AMRO Bank N.V.
Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio) Fifth Third Bank (Central Ohio)
U.S. Bank National Association U.S. Bank National Association U.S. Bank National Association
Allied Irish Banks p.l.c. Allied Irish Banks p.l.c. Allied Irish Banks p.l.c.
Credit Lyonnais-S.A. Credit Lyonnais-S.A. Credit Lyonnais-S.A.
Annex 2
Exhibit B
EXHIBIT B
COMPLIANCE CERTIFICATE
Date:_______________________________
Wachovia Bank, National Association
Charlotte Plaza, CP-8
201 South College Street
Charlotte, North Carolina 28288-0680
Attention: Syndication Agency Services
Dear __________:
This notice serves to confirm that, to the best of my knowledge, Cardinal
Health, Inc. (the "Company") has observed or performed in all material respects
all of the covenants, conditions and agreements contained in the Five-Year
Credit Agreement dated as of March 27, 2003 (as amended, restated, supplemented
or otherwise modified) among the Company, certain subsidiaries of the Company
named therein, Wachovia Bank, National Association, as Administrative Agent (as
successor Administrative Agent to Bank One, NA) and LC Issuer, and the lenders
named therein.
As of the date hereof, no Default or Unmatured Default has occurred and is
continuing.
Detailed calculations are attached.
In addition, please find enclosed a copy of our most recent financial
statements as filed with the Securities and Exchange Commission.
Sincerely,
------------------------------------------
[Chief Financial Officer/Controller/Treasurer]
Section 6.16, Minimum Net Worth.
[INSERT CALCULATION]
Annex 3
Pricing Schedule
PRICING SCHEDULE
The Applicable Margin shall be as determined by the matrix below:
LEVEL I LEVEL II* LEVEL III LEVEL IV LEVEL V
< OR = BBB,
> OR = A+, A1 AND A, A2, AND A-, A3 AND BBB+, Baa1 AND Baa2 AND
REFERENCE RATING A+ A A- BBB+ BBB
- ------------------------------ ----------------- ---------- ---------- -------------- -----------
Facility Fee 7.0 8.0 9.0 12.5 15.0
Eurocurrency Applicable Margin 18.0 22.0 31.0 37.5 47.5
and Letter of Credit Applicable
Fee Rate
First Drawn Cost 25.0 30.0 40.0 50.0 62.5
Utilization fee > 50% 10.0 10.0 10.0 12.5 12.5
Fully Drawn Cost 35.0 40.0 50.0 62.5 75.0
For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:
"Level I Status" exists at any date if, on such date, the Company's Moody's
Rating is Al or better, the Company's S&P Rating is A+ or better and the
Company's Fitch Rating is A+ or better.
"Level II Status" exists at any date if, on such date, (i) the Company has not
qualified for Level I Status and (ii) the Company's Moody's Rating is A2 or
better, the Company's S&P Rating is A or better, and the Company's Fitch Rating
is A or better.
"Level III Status" exists at any date if, on such date, (i) the Company has not
qualified for Level I Status or Level II Status and (ii) the Company's Moody's
Rating is A3 or better, the Company's S&P Rating is A- or better, and the
Company's Fitch Rating is A- or better.
"Level IV Status" exists at any date if, on such date, (i) the Company has not
qualified for Level I Status, Level II Status or Level III Status and (ii) the
Company's Moody's Rating is Baal or better, the Company's S&P rating is BBB+ or
better, and the Company's Fitch Rating is BBB+ or better.
"Level V Status" exists at any date if, on such date, the Company has not
qualified for Level I Status, Level II Status, Level III Status, or Level IV
Status.
The Applicable Margin shall be determined in accordance with the foregoing table
based on the Company's Status as determined from its then-current Moody's, S&P
and Fitch Ratings. The credit rating in effect on any date for the purposes of
this Schedule is that in effect at the close of business on such date. If at any
time the Company has no Moody's Rating, no S&P Rating and no Fitch Rating, Level
V Status shall exist.
In the event that a split occurs between the three (3) ratings, then the
following shall apply:
(a) if two (2) of the three (3) ratings established by or deemed to have
been established by S&P, Moody's or Fitch fall within the same Level, but one
(1) rating falls within a different Level, the Applicable Margin shall be based
upon the two (2) ratings that fall within the same Level; and
(b) if all three (3) ratings established by or deemed to have been
established by S&P, Moody's or Fitch each fall within a different Level, the
Applicable Margin shall be based upon the middle rating of the three (3).
"Moody's Rating" means, at any time, the rating issued by Moody's and then in
effect with respect to the Company's senior unsecured long-term debt securities
without third-party credit enhancement.
"S&P Rating" means, at any time, the rating issued by S&P, and then in effect
with respect to the Company's senior unsecured long-term debt securities without
third-party credit enhancement.
"Fitch Rating" means, at any time, the rating issued by Fitch and then in effect
with respect to the Company's senior unsecured long-term debt securities without
third-party credit enhancement.
"Status" means Level I Status, Level II Status, Level III Status, Level IV
Status, or Level V Status.