|
|
|
|
Document Preview Credit Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Credit Agreement |
|||
|
Entities: |
Bank One, NA; Kendle International Inc.; Bank of New York; Keybank NA |
|||
|
Date: |
2000 |
|||
|
Size: |
Preview shows 18KB of 303KB total |
|||
|
Price: |
$80 |
|||
|
ID: |
#281799 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
CREDIT AGREEMENT
Dated as of October 13, 2000
among
KENDLE INTERNATIONAL INC.,
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO
AND
BANK ONE, NA,
as Agent
{PAGE} 2
TABLE OF CONTENTS
Page
----
SECTION 1 DEFINITIONS 1
1.1 Definitions 1
1.2 Computation of Time Periods 27
1.3 Accounting Terms 27
1.4 Terms Generally 28
SECTION 2 CREDIT FACILITIES 28
2.1 Revolving Loans 28
SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES 30
3.1 Default Rate 30
3.2 Extension and Conversion 30
3.3 Prepayments 31
3.4 Termination and Reduction of Commitments 34
3.5 Fees 34
3.6 Increased Cost and Reduced Return 35
3.7 Limitation on Types of Loans 36
3.8 Illegality 37
3.9 Treatment of Affected Loans 37
3.10 Taxes 38
3.11 Compensation 40
3.12 Pro Rata Treatment 40
3.13 Sharing of Payments 41
3.14 Payments, Computations, Etc 42
3.15 Evidence of Debt 43
SECTION 4 CONDITIONS 44
4.1 Closing Conditions 44
4.2 Conditions to all Extensions of Credit 47
SECTION 5 REPRESENTATIONS AND WARRANTIES 48
5.1 Financial Condition 48
5.2 No Material Change 49
5.3 Organization and Good Standing 49
5.4 Power; Authorization; Enforceable Obligations 50
5.5 No Conflicts 50
5.6 No Default 51
5.7 Ownership of Assets 51
5.8 Indebtedness 51
5.9 Litigation 51
5.10 Taxes 51
{PAGE} 3
5.11 Compliance with Law 51
5.12 ERISA 52
5.13 Subsidiaries 53
5.14 Governmental Regulations, Etc 53
5.15 Purpose of Loans 54
5.16 Environmental Matters 54
5.17 Intellectual Property 56
5.18 Solvency 56
5.19 Investments 56
5.20 [Intentionally omitted] 56
5.21 Disclosure 56
5.22 No Burdensome Restrictions; Material Contracts 56
5.23 Labor Matters 57
5.24 Nature of Business 57
5.25 Security Documents 57
5.26 Transactions with Affiliates 58
5.27 Insurance 58
SECTION 6 AFFIRMATIVE COVENANTS 58
6.1 Information Covenants 58
6.2 Preservation of Existence and Franchises 61
6.3 Books and Records 62
6.4 Compliance with Law 62
6.5 Payment of Taxes and Other Indebtedness 62
6.6 Insurance; Certain Proceeds 62
6.7 Maintenance of Property 64
6.8 Performance of Obligations 64
6.9 Use of Proceeds 64
6.10 Audits/Inspections 64
6.11 Additional Credit Parties 65
6.12 Liquidity Maintenance 66
SECTION 7 NEGATIVE COVENANTS 66
7.1 Indebtedness 66
7.2 Liens 67
7.3 Nature of Business 67
7.4 Consolidation, Merger, Dissolution, etc 67
7.5 Asset Dispositions 69
7.6 Investments; Acquisitions 70
7.7 Restricted Payments 70
7.8 Prepayments of Indebtedness, etc 70
7.9 Transactions with Affiliates 71
7.10 Fiscal Year; Organizational Documents 71
7.11 Limitation on Restricted Actions 71
7.12 Ownership of Subsidiaries: Limitations on Borrower 72
{PAGE} 4
7.13 Sale Leasebacks 72
7.14 [intentionally omitted 72
7.15 No Further Negative Pledges 72
7.16 Impairment of Security Interests 72
7.17 Sales of Receivables 73
7.18 Financial Covenants 73
SECTION 8 EVENTS OF DEFAULT 74
8.1 Events of Default 74
8.2 Acceleration; Remedies 77
SECTION 9 AGENCY PROVISIONS 78
9.1 Appointment, Powers and Immunities 78
9.2 Reliance by Agent 79
9.3 Defaults 80
9.4 Rights as Lender 80
9.5 Indemnification 80
9.6 Non-Reliance on Agent and Other Lenders 81
9.7 Resignation of Agent 81
SECTION 10 MISCELLANEOUS 81
10.1 Notices 81
10.2 Right of Set-Off 83
10.3 Benefit of Agreement 83
10.4 No Waiver; Remedies Cumulative 86
10.5 Expenses; Indemnification 86
10.6 Amendments. Waivers and Consents 87
10.7 Counterparts 89
10.8 Headings 89
10.9 Survival 89
10.10 Governing Law, Submission to Jurisdiction; Venue 89
10.11 Severability 90
10.12 Entirety 90
10.13 Binding Effect; Termination 91
10.14 Confidentiality 91
10.15 Source of Funds 91
10.16 Conflict 92
{PAGE} 5
SCHEDULES
Schedule 1.1A Investments
Schedule 1.1B Liens
Schedule 2.1(a) Commitments
Schedule 5.1 Liabilities
Schedule 5.4 Required Consents, Authorizations, Notices and Filings
Schedule 5.9 Litigation
Schedule 5.10 Tax Investigation
Schedule 5.12 ERISA
Schedule 5.13 Subsidiaries
Schedule 5.16 Environmental Disclosures
Schedule 5.17 Intellectual Property
Schedule 5.22 Material Contracts
Schedule 5.23 Labor Matters
Schedule 5.25 Filing Locations
Schedule 7.1(b) Indebtedness
Exhibit A Form of Pledge Agreement
Exhibit B Form of Guarantee Agreement
Exhibit C Form of Intercompany Note
Exhibit D Form of Assignment and Acceptance
Exhibit E Form of Notice of Borrowing
Exhibit F Form of Revolving Note
Exhibit G Form of Notice of Extension/Conversion
Exhibit H Form of Intercreditor and Collateral Agreement
Exhibit I Form of Officer's Compliance Certificate
Exhibit J Form of Joinder Agreement
Exhibit K Form of Opinion of General Counsel
Exhibit L Indemnity, Subrogation and Contribution Agreement
{PAGE} 6
CREDIT AGREEMENT dated as of October 13, 2000 (as amended, modified,
restated or supplemented from time to time, this "Agreement"), among KENDLE
INTERNATIONAL INC., an Ohio corporation (the "Borrower"), the Lenders (as
defined herein) and BANK ONE, NA, as Agent for the Lenders (in such capacity,
the "Agent").
The Borrower has requested that the Lenders provide a credit facility
to the Borrower in the aggregate principal amount of up to $35,000,000 for the
purposes set forth in this Agreement below. The Lenders have agreed to make the
requested credit facility available to the Borrower on the terms and subject to
the conditions set forth in this Agreement below. Accordingly, the Borrower, the
Lenders and the Agent agree as follows:
SECTION 1
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms shall
have the meanings specified below:
"Additional Guarantor" shall mean each Person that becomes a Domestic
Subsidiary of the Borrower after the Effective Date.
"Adjusted Base Rate" shall mean the Base Rate plus the Applicable
Percentage.
"Adjusted Eurodollar Rate" shall mean the Eurodollar Rate plus the
Applicable Percentage.
"Affected Loans" shall have the meaning assigned to that term in
Section 3.9.
"Affected Type" shall have the meaning assigned to that term in Section
3.9.
"Affiliate" shall mean (a) with respect to any Person (including the
Credit Parties), any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such Person and
(b) with respect to the Credit Parties, any Person directly or indirectly owning
or holding five percent (5%) or more of the equity interest in such Credit
Parties. For purposes of this definition, "control" when used with respect to
any Person shall mean the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agency Services Address" shall mean Bank One, NA, Bank One Towers,
8044 Montgomery Road, Cincinnati, Ohio 45236-5800, or such other address as may
be identified by written notice from the Agent to the Borrower.
{PAGE} 7
"Agent" shall have the meaning assigned to that term in the heading
hereof, together with its successors.
"Applicable Lending Office" shall mean, for each Lender and for each
Type of Loan, the "Lending Office" of such Lender (or of an Affiliate of such
Lender) designated for such Type of Loan on the signature pages hereof or such
other office of such Lender (or an Affiliate of such Lender) as such Lender may
from time to time specify to the Agent and the Borrower by written notice in
accordance with the terms hereof as the office by which its Loans of such Type
are to be made and maintained.
"Applicable Percentage" shall mean, for purposes of calculating (i) the
applicable interest rate for any day for any Eurodollar Loan, (ii) the
applicable rate of the Facility Fee for any day for purposes of Section 3.5(a),
and (iii) the applicable interest rate for any Base Rate Loan, the appropriate
applicable percentage set forth in the table below corresponding to the Leverage
Ratio as of the most recent Calculation Date:
{TABLE}
{CAPTION}
====================================================================================================================
Pricing Total Applicable
Level Leverage Ratio Percentage for Applicable Percentage Applicable Percentage
Eurodollar Loans For Base Rate Loans For Facility Fees
--------------------------------------------------------------------------------------------------------------------
{S} {C} {C} {C} {C}
I 1.0 to 1.0 1.00% 0.0% 0.25%
--------------------------------------------------------------------------------------------------------------------
II 2.0 to 1.0 but 1.25% 0.0% 0.30%
} 1.0 to 1.0
--------------------------------------------------------------------------------------------------------------------
III 2.5 to 1.0 but 1.50% 0.0% 0.35%
}2.0 to 1.0
====================================================================================================================
{/TABLE}
Each Applicable Percentage shall be determined and adjusted quarterly on the
date (each a "Calculation Date") five (5) Business Days after the date by which
the Borrower is required to provide an officer's certificate in accordance with
the provisions of Section 6.1 (c) for the most recently ended fiscal quarter of
|
End of Preview |
Home Intelligence Services Subscriptions News About Us