**Exhibit 10.1.2**

 

**FIRSTAMENDMENT TO CREDIT AGREEMENT AND WAIVER**

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FIRST AMENDMENT TO CREDITAGREEMENT AND WAIVER, dated as of December 28, 2005 (this “Amendmentand Waiver”), to the Credit Agreement, dated as of October 14, 2004(as amended, supplemented or modified from time to time, the “CreditAgreement”), among SEROLOGICALS CORPORATION (the “Borrower”), theseveral lenders from time to time parties thereto, LASALLE BANK NATIONALASSOCIATION, as Documentation Agent, BANK OF AMERICA, N.A., as Syndication Agentand JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), asAdministrative Agent (the “Administrative Agent”).

 

WHEREAS pursuant to theCredit Agreement, the Lenders have agreed to extend credit to the Borrower; and

 

WHEREAS the Borrower hasrequested that the Credit Agreement be amended and waived in the mannerprovided for in this Amendment and Waiver, and the Lenders are willing to agreeto such amendment and waiver as provided for herein;

 

NOW, THEREFORE, inconsideration of the premises and mutual covenants contained herein the partieshereto hereby agree as follows:

 

1.             Defined Terms. Capitalized terms used and not definedherein shall have the meanings given to them in the Credit Agreement.

 

2.             Waiver of Restricted Payment Default.  TheLenders hereby waive any Default or Event of Default, if any, under clause (c) or(d) of Section 8 of the Credit Agreement that may have arisen as aresult of the Borrower’s repurchase of its common stock subsequent to theClosing Date in an aggregate amount in excess of $15,000,000, and any Defaultor Event of Default, if any, that may have arisen as a result of a breach bythe Borrower of its obligations under Section 6.7(a) of the CreditAgreement related thereto.

 

3.             Amendment to Section 7.6.  Section 7.6(c) ofthe Credit Agreement is hereby amended by deleting the dollar amount “$15,000,000”therein and substituting in lieu thereof the following language:

 

“the sum of (i) $40,000,000and (ii) 50% of Consolidated Net Income as at the end of the fiscal yearof the Borrower ended January 1, 2006 and each subsequent fiscal quarterthereafter”

 

4.             No Other Amendments; Confirmation. Except as expressly amended hereby, the provisions of the CreditAgreement are and shall remain in full force and effect.  Nothing herein shall be deemed to entitle theBorrower to a consent to, or a waiver, amendment, modification or other changeof, any of the terms, conditions, obligations, covenants or agreementscontained in the Credit Agreement or any Loan Document in similar or differentcircumstances.

 

5.             Representations and Warranties.  TheBorrower hereby represents and warrants to the Administrative Agent and theLenders that, as of the date hereof and after giving effect to the waivers andamendment contained herein:

 

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(a)           each of the representationsand warranties made by any Loan Party in or pursuant to the Loan Documentsshall be true and correct in all material respects on and as of the datehereof, except where such representations and warranties expressly relate to anearlier date, in which case such representations and warranties shall have beentrue and correct in all material respects as of such date;

 

(b)           no Default or Event ofDefault has occurred and is continuing; and

 

(c)           the execution, delivery andperformance by the Borrower of this Amendment and Waiver have been dulyauthorized by all necessary corporate and other action and does not and willnot require any registration with, consent or approval of, notice to or actionby, any person (including any Governmental Authority) in order to be effectiveand enforceable.

 

6.             Conditions Precedent to Effectiveness.  ThisAmendment and Waiver shall become effective on the date on which theAdministrative Agent shall have received counterparts hereof duly executed anddelivered by the Borrower and each Lender.

 

7.             Expenses.  The Borrower agrees topromptly pay and/or reimburse the Administrative Agent for its invoicedout-of-pocket expenses in connection with this Amendment and Waiver (includingthe reasonable fees, charges and disbursements of Simpson Thacher &Bartlett LLP, counsel for the Administrative Agent).

 

8.             Governing Law; Counterparts.  (a) This Amendment and Waiver and the rights and obligations of the parties heretoshall be governed by, and construed and interpreted in accordance with, thelaws of the State of New York.

 

(b)           This Amendment and Waivermay be executed by one or more of the parties to this Amendment and Waiver onany number of separate counterparts, and all of said counterparts taken togethershall be deemed to constitute one and the same instrument. This Amendment andWaiver may be delivered by facsimile transmission of the relevant signature pages hereof.

 

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IN WITNESS WHEREOF, the partieshereto have caused this Amendment and Waiver to be duly executed and deliveredby their duly authorized officers as of the day and year first above written.

 
|   | SEROLOGICALS CORPORATION,                                           |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   | By:                                                                 | /s/ Harold W. Ingalls |   |
|   | Name: Harold W. Ingalls                                             |
|   | Title:  Vice  President, Finance & Chief Financial    |
|   | Officer                                                             |
|   |                                                                |
|   |                                                                |
|   | JPMORGAN CHASE BANK, N.A. individually and as  Administrative Agent |
|   |                                                                |
|   | By:                                                                 | /s/ B.B. Wuthrich |   |
|   | Name: B.B. Wuthrich                                                 |
|   | Title:  Vice  President                                        |

 

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|   | Signature page to the FIRST AMENDMENT TO THE  CREDIT AGREEMENT AND WAIVER, dated as of December28, 2005 (this “Amendment  and Waiver”), to the Credit Agreement, dated as of October 14, 2004  (as amended, supplemented or modified from time to time, the “Credit  Agreement”), among SEROLOGICALS CORPORATION (the “Borrower”), the  LENDERS party thereto, LASALLE BANK NATIONAL ASSOCIATION, as Documentation  Agent, BANK OF AMERICA, N.A., as Syndication Agent and JPMORGAN CHASE BANK,  N.A., as Administrative Agent (the “Administrative Agent”). |
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|   | Bank of America, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | By                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | /s/ [signature illegible] |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Title:   Senior Vice President |

 

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|   | Signature page to the FIRST AMENDMENT TO THE  CREDIT AGREEMENT AND WAIVER, dated as of December28, 2005 (this “Amendment  and Waiver”), to the Credit Agreement, dated as of October 14, 2004  (as amended, supplemented or modified from time to time, the “Credit  Agreement”), among SEROLOGICALS CORPORATION (the “Borrower”), the  LENDERS party thereto, LASALLE BANK NATIONAL ASSOCIATION, as Documentation  Agent, BANK OF AMERICA, N.A., as Syndication Agent and JPMORGAN CHASE BANK,  N.A., as Administrative Agent (the “Administrative Agent”). |
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|   | Regions Bank                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | By                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | /s/ W.R. Davis |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Title:  Vice  President |

 

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