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EXHIBIT 10.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of March 5, 1998 to the Credit Agreement dated as of
May 10, 1996 (the "CREDIT AGREEMENT") among ALLERGAN, INC. (the "COMPANY"), the
ELIGIBLE SUBSIDIARIES referred to therein, the BANKS party thereto, BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Co-Agent and XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Minimum Consolidated Net
Worth covenant in the Credit Agreement (i) to reset the required amount to
reflect the Company's current net worth and (ii) to adjust for the effect of a
special dividend (consisting of callable shares of Allergan Specialty
Therapeutics, Inc.) that the Company may distribute to its shareholders in the
first quarter of 1998;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Minimum Consolidated Net Worth. Section 5.09 of the Credit
Agreement is amended to read as follows:
SECTION 5.09. Minimum Consolidated Net Worth. Consolidated Net
Worth will at no time be less $651,000,000; provided that the foregoing
amount shall be:
(i) increased at the end of each of the Company's fiscal
years ending after December 31, 1997, by 50% of Consolidated Net
Income (if positive) for such fiscal year;
(ii) increased by 100% of the amount by which Consolidated
Net Worth is increased from time to time after December 31, 1997
as a result of the issuance or sale of the Company's capital
stock; and
(iii) reduced by 100% of the amount by which Consolidated
Net Worth is decreased during the first fiscal quarter of 1998 as
a result of any contribution by the Company to Allergan Specialty
Therapeutics, Inc. and/or any distribution of callable shares of
Allergan Specialty Therapeutics, Inc. as a special dividend to
the company's shareholders; provided that such reduction shall
not exceed $200,000,000.
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To the extent that the reduction referred to in clause (iii) above
results from charges that reduce the Company's Consolidated Net Income,
the amount thereof shall be added back to the Company's Consolidated Net
Income for 1998 for purposes of clause (i) above.
SECTION 3. Financial Information. Section 4.04 of the Credit Agreement
is amended to read as follows:
SECTION 4.04. Financial Information. (a) The consolidated balance
sheet of the Company and its Consolidated Subsidiaries as of September
30, 1997 and the related consolidated statements of earnings and cash
flows for the nine months then ended, a copy of which has been delivered
to each of the Banks, fairly present, in conformity with generally
accepted accounting principles (except for the absence of notes), the
consolidated financial position of the Company and its Consolidated
Subsidiaries as of such date and their consolidated results of
operations and cash flows for such nine-month period (subject to normal
year-end adjustments).
(b) Excluding the effect of any contribution and/or special
dividend referred to in Section 5.09(iii), there has been no material
adverse change since September 30, 1997 in the business, financial
position, assets, liabilities or results of operations of the Company
and its Consolidated Subsidiaries, considered as a whole.
SECTION 4. Representations of Company. The Company represents and
warrants that (i) the representations and warranties of the Company set forth in
Article 4 of the Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
SECTION 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 7. Effectiveness. This Amendment shall become effective as of
the date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the Agent
shall have received from each of the Company and the Required Banks a
counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a
counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
ALLERGAN, INC. ALLERGAN, INC.
By: /s/ Xxxx Prem By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxx Prem Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Treasurer Title: Vice President, Treasurer
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
CITICORP USA, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
ABN AMRO BANK N.V. LOS ANGELES
INTERNATIONAL BRANCH
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxxx
Title: Vice President Title: Vice President
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By:
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Name:
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
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