EXHIBIT 10.19
AMENDMENT NO. 4 TO
REVOLVING CREDIT AND REIMBURSEMENT
AGREEMENT
THIS AMENDMENT NO. 4 TO REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT
(the "Amendment Agreement") is made and entered into this 20th day of November,
1995 by and among IVAX CORPORATION, a Florida corporation having its principal
place of business in Miami, Florida (the "Borrower"), and NATIONSBANK OF
FLORIDA, NATIONAL ASSOCIATION AND BANK OF AMERICA ILLINOIS (FORMERLY CONTINENTAL
BANK N.A.), in their capacities as agents (the "Agents") for each of the lenders
(the "Lenders") party to the Credit Agreement (as defined below). Unless the
context otherwise requires, all terms used herein without definition shall have
the definition provided therefor in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Lenders have entered into the
Revolving Credit and Reimbursement Agreement dated March 25, 1994, as amended by
those certain letter agreements dated as of March 30, 1994 and April 27, 1995
and an Amendment No. 3 dated June 30, 1995 among the Borrower, the Agents and
the Lenders (as at any time hereafter amended, restated, modified or
supplemented, the "Credit Agreement"), whereby the Lenders have made loans and
advances to, and issued letters of credit for the benefit of, the Borrower; and
WHEREAS, the Borrower has requested that the Lenders increase the
amount of the revolving credit loans from $100,000,000 to $130,000,000 and to
further amend the Credit Agreement as herein provided; and
WHEREAS, the Borrower, the Lenders and the Agents have agreed that the
Credit Agreement shall be amended, effective as of the date hereof, in the
manner set forth herein;
NOW, THEREFORE, in consideration of the premises and conditions herein
set forth, it is hereby agreed as follows:
1. AMENDMENT. Subject to the conditions hereof,
the Credit Agreement is hereby amended as follows:
(a) The definition of "Applicable Interest Addition" in
Section 1.01 is hereby amended in its entirety so that as amended it
shall read as follows:
"'Applicable Interest Addition' means for each
LIBOR Loan one-half of one percent (1/2%) per annum;"
(b) The definition of "Total Revolving Credit Commitment" in
Section 1.01 is hereby amended by deleting the figure "$100,000,000"
appearing therein and inserting in lieu thereof the figure
"$130,000,000".
(c) EXHIBIT A to the Agreement is deleted in its entirety and
a new EXHIBIT A in the form attached hereto is inserted in lieu
thereof.
2. REPRESENTATIONS AND WARRANTIES. In order to induce the
Agent and the Lenders to enter into this Amendment Agreement, the Borrower
hereby represents and warrants that the Credit Agreement has been re-examined by
the Borrower and that except as disclosed by the Borrower in writing to the
Lenders as of the date hereof:
(a) The representations and warranties made
by the Borrower in Article VI thereof are true on and as of the
date hereof;
(b) There has been no material adverse change in the
condition, financial or otherwise, of the Borrower and its Subsidiaries
taken as a whole since September 30, 1995 which has not been disclosed
in writing by the Borrower to the Agent;
(c) The business and properties of the Borrower and
its Subsidiaries, taken as a whole, are not, and since September 30,
1995 have not been, adversely affected in any substantial way as the
result of any fire, explosion, earthquake, accident, strike, lockout,
combination of workers, flood, embargo, riot, activities of armed
forces, war or acts of God or the public enemy, or cancellation or loss
of any contracts material to the Borrower and its Subsidiaries, taken
as a whole; and
(d) After giving effect to this Amendment Agreement
no condition exists which, upon the effectiveness of the amendment
contemplated hereby, would constitute a Default or an Event of Default
on the part of the Borrower under the Credit Agreement.
3. CONSENT OF GUARANTORS. Each of the Guarantors
has joined in the execution of this Amendment Agreement for the purposes
of consenting hereto, and for the further purpose of confirming its guaranty
of Obligations of Borrower as provided in the Guaranty to which it is a party.
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4. CONSENT OF LENDERS. By execution hereof, each
of the Lenders authorizes and requests the Agents to execute this Amendment
Agreement and consents to the terms hereof.
5. CONDITIONS PRECEDENT. The effectiveness of this
Amendment Agreement is subject to the receipt by the Administrative Agent of
the following:
(i) four counterparts of this Amendment Agreement duly
executed by all signatories hereto and Notes payable to the
Lenders in the aggregate amount of $130,000,000;
(ii) copies of resolutions of the Boards of Directors of
Borrower and each Guarantor approving the transactions
contemplated by this Amendment Agreement;
(iii) opinion or opinions of counsel for the Borrower and
the Guarantors satisfactory to the Agents as to the
authorization, execution and delivery of this Amendment
Agreement and the enforceability of the same against the
Borrower and the Guarantors in accordance with its terms;
(iv) payment of the fees due the Lenders as set
forth in the Commitment Letter dated October 20, 1995; and
(v) copies of all additional agreements, instruments and
documents which the Administrative Agent may reasonably
request, such documents, when appropriate, to be certified by
appropriate governmental authorities.
All proceedings of the Borrower and each Guarantor, and all opinions and other
documents described above, relating to the matters provided for herein shall be
satisfactory to the Lenders, the Agents and their counsel.
6. ENTIRE AGREEMENT. This Amendment Agreement sets forth the
entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements among
the parties relative to such subject matter. No promise, condition,
representation or warranty, express or implied, not herein set forth shall bind
any party hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments,
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express or implied, have been made by any party to the other. None of the terms
or conditions of this Amendment Agreement may be changed, modified, waived or
canceled orally or otherwise, except by writing, signed by all the parties
hereto, specifying such change, modification, waiver or cancellation of such
terms or conditions, or of any proceeding or succeeding breach thereof.
7. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby
specifically amended, modified or supplemented, the Credit Agreement and all
other Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.
8. COUNTERPARTS. This Amendment Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original as against any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument.
9. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL
RESPECTS BE GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY
OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER HEREBY SUBMITS
TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA FOR THE
PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION.
10. ENFORCEABILITY. Should any one or more of the provisions
of this Amendment Agreement be determined to be illegal or unenforceable as to
one or more of the parties hereto, all other provisions nevertheless shall
remain effective and binding on the parties hereto.
11. CREDIT AGREEMENT. All references in any of the Loan
Documents to the Credit Agreement shall mean and include the Credit Agreement as
amended hereby.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
BORROWER:
WITNESS: IVAX CORPORATION
/S/ DORA RUBIN By: /S/ MICHAEL W. FIPPS
- ------------------------ --------------------------------------
Name: MICHAEL W. FIPPS
/S/ AMELIA L. DUARTE Title: SENIOR VICE PRESIDENT-FINANCE,
- ------------------------ CHIEF FINANCIAL OFFICER
GUARANTORS:
WITNESS: GOLDLINE LABORATORIES, INC.
/S/ DORA RUBIN By: /S/ MICHAEL W. FIPPS
- ------------------------ ---------------------------------------
Name: MICHAEL W. FIPPS
/S/ AMELIA L. DUARTE Title: VICE PRESIDENT
- ------------------------
WITNESS: BAKER NORTON PHARMACEUTICALS, INC.
/S/ DORA RUBIN By: /S/ RICHARD C. PFENNIGER, JR.
- ------------------------ ---------------------------------------
Name: RICHARD C. PFENNIGER, JR.
/S/ AMELIA L. DUARTE Title: VICE PRESIDENT
- ------------------------
WITNESS: ZENITH LABORATORIES, INC.
/S/ DORA RUBIN By: /S/ MICHAEL W. FIPPS
- ------------------------ ---------------------------------------
Name: MICHAEL W. FIPPS
/S/ AMELIA L. DUARTE Title: VICE PRESIDENT
- ------------------------
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NATIONSBANK OF FLORIDA, NATIONAL
ASSOCIATION, as Agent and Lender
By: /S/ ALLISON S. FREELAND
------------------------------------
Name: Allison S. Freeland
Title: Vice President
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BANK OF AMERICA ILLINOIS, as Agent
and Lender
By: /S/ LAURENS F. SCHAAD, JR.
------------------------------------
Name: LAURENS F. SCHAAD, JR.
Title: VICE PRESIDENT
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EXHIBIT A
Applicable Commitment Percentages
APPLICABLE
REVOLVING LOAN COMMITMENT
LENDER COMMITMENT PERCENTAGE
- ------ -------------- ----------
NationsBank of Florida, N.A. $ 65,000,000 50%
Bank of America Illinois 65,000,000 50%
------------ ----
Total $130,000,000 100%
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