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Title: |
Bridge Credit Agreement |
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Entities: |
Banc of America Securities LLC; Beckman Coulter, Inc.; Citibank, NA; Citicorp North America, Inc.; Citicorp USA, Inc.; Citigroup Global Markets Inc.; McGraw-Hill Companies Inc. |
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Date: |
2006 |
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Size: |
Preview shows 29KB of 169KB total |
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Price: |
$58 |
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ID: |
#2591474 |
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Start of Preview |
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U.S. $185,000,000
BRIDGE CREDIT AGREEMENT
Dated as of October 31, 2006
among
BECKMAN COULTER, INC.
as Borrower
THE INITIAL LENDERS NAMED HEREIN
as Initial Lenders
CITICORP NORTH AMERICA, INC.
as Sole Administrative Agent
BANC OF AMERICA BRIDGE LLC
as Syndication Agent
CITIGROUP GLOBAL MARKETS INC.
and
BANC OF AMERICA SECURITIES LLC
as Lead Arrangers and Bookrunners
Table of Contents
| Page | ||||
| ARTICLE I DEFINITIONS AND ACCOUNTING TERMS | ||||
|
SECTION 1.01. |
Certain Defined Terms | 1 | ||
|
SECTION 1.02. |
Computation of Time Periods | 11 | ||
|
SECTION 1.03. |
Accounting Terms | 11 | ||
| ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES | ||||
|
SECTION 2.01. |
The Advances | 12 | ||
|
SECTION 2.02. |
Making the Advances | 12 | ||
|
SECTION 2.03. |
Fees | 13 | ||
|
SECTION 2.04. |
Termination or Reduction of the Commitments | 13 | ||
|
SECTION 2.05. |
Repayment | 13 | ||
|
SECTION 2.06. |
Interest | 13 | ||
|
SECTION 2.07. |
Interest Rate Determination | 13 | ||
|
SECTION 2.08. |
Conversion of Advances | 14 | ||
|
SECTION 2.09. |
Prepayments | 15 | ||
|
SECTION 2.10. |
Increased Costs | 15 | ||
|
SECTION 2.11. |
Illegality | 16 | ||
|
SECTION 2.12. |
Payments and Computations | 16 | ||
|
SECTION 2.13. |
Taxes | 17 | ||
|
SECTION 2.14. |
Sharing of Payments, Etc. | 19 | ||
|
SECTION 2.15. |
Use of Proceeds | 19 | ||
|
SECTION 2.16. |
Replacement of Lenders | 19 | ||
| ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING | ||||
|
SECTION 3.01. |
Conditions Precedent to Effectiveness of Section 2.01 | 19 | ||
|
SECTION 3.02. |
Conditions Precedent to Each Borrowing | 21 | ||
|
SECTION 3.03. |
Determinations Under Section 3.01 | 21 | ||
| ARTICLE IV REPRESENTATIONS AND WARRANTIES | ||||
|
SECTION 4.01. |
Representations and Warranties of the Borrower | 21 | ||
| ARTICLE V COVENANTS OF THE BORROWER | ||||
|
SECTION 5.01. |
Affirmative Covenants | 23 | ||
|
SECTION 5.02. |
Negative Covenants | 25 | ||
|
SECTION 5.03. |
Financial Covenants | 27 | ||
| ARTICLE VI EVENTS OF DEFAULT | ||||
|
SECTION 6.01. |
Events of Default | 27 | ||
| ARTICLE VII THE AGENT | ||||
|
SECTION 7.01. |
Authorization and Action | 29 | ||
|
SECTION 7.02. |
Agents Reliance, Etc. | 29 | ||
|
SECTION 7.03. |
CNAI and Affiliates | 29 | ||
|
SECTION 7.04. |
Lender Credit Decision | 29 | ||
| Page | ||||
|
SECTION 7.05. |
Indemnification | 30 | ||
|
SECTION 7.06. |
Successor Agent | 30 | ||
| ARTICLE VIII MISCELLANEOUS | ||||
|
SECTION 8.01. |
Amendments, Etc. | 30 | ||
|
SECTION 8.02. |
Notices, Etc. | 30 | ||
|
SECTION 8.03. |
No Waiver; Remedies | 31 | ||
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SECTION 8.04. |
Costs and Expenses | 32 | ||
|
SECTION 8.05. |
Right of Set-off | 33 | ||
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SECTION 8.06. |
Binding Effect | 33 | ||
|
SECTION 8.07. |
Assignments and Participations | 33 | ||
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SECTION 8.08. |
Confidentiality | 35 | ||
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SECTION 8.09. |
Governing Law | 36 | ||
|
SECTION 8.10. |
Execution in Counterparts | 36 | ||
|
SECTION 8.11. |
Jurisdiction, Etc. | 36 | ||
|
SECTION 8.12. |
Patriot Act Notice | 36 | ||
|
SECTION 8.13. |
Waiver of Jury Trial | 37 | ||
Schedules
Schedule 1 - List of Applicable Lending Offices
Exhibits
Exhibit A - Form of Promissory Note
Exhibit B - Form of Notice of Borrowing
Exhibit C - Form of Assignment and Acceptance
Exhibit D-1 - Form of Opinion of Assistant General Counsel of the Borrower
Exhibit D-2 - Form of Opinion of Latham & Watkins LLP, Counsel for the Borrower
BRIDGE CREDIT AGREEMENT
Dated as of October 31, 2006
Among BECKMAN COULTER, INC., a Delaware corporation (the Borrower), the banks, financial institutions and other institutional lenders (the Initial Lenders) listed on the signature pages hereof, CITICORP NORTH AMERICA, INC. (CNAI), a Delaware corporation, as sole administrative agent (the Agent) for the Lenders (as hereinafter defined), BANC OF AMERICA BRIDGE LLC, as syndication agent, and CITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES LLC, as lead arrangers and bookrunners (the Arrangers):
PRELIMINARY STATEMENT:
The Borrower has requested that the Lenders make loans to it in an aggregate principal amount not exceeding $185,000,000 at any one time outstanding to provide funds for the Acquisition ( as hereinafter defined), and the Initial Lenders are prepared to make such loans upon the terms and conditions hereof. Accordingly, the parties hereto agree as follows:
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