Exhibit 10.1


 


FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT,
dated as of October 12, 2009 (this “Amendment” or this “First
Amendment”), to the Existing Credit Agreement (as defined below) is made by
and among TALECRIS BIOTHERAPEUTICS HOLDINGS CORP., a Delaware corporation (“Parent”),
TALECRIS BIOTHERAPEUTICS, INC., a Delaware corporation, TALECRIS PLASMA
RESOURCES, INC., a Delaware corporation, the Lenders (as defined in the
Existing Credit Agreement, as that term is defined below) party hereto,
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and
Swingline Lender (each as defined in the Existing Credit Agreement), and WELLS
FARGO FOOTHILL, INC., as Collateral Agent (as defined in the Existing Credit
Agreement).


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the parties hereto are all parties to the
Revolving Credit Agreement, dated as of December 6, 2006 (as amended or
otherwise modified prior to the date hereof, the “Existing Credit Agreement”
and, as amended by this Amendment and as the same may be further amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”); and


 


WHEREAS, the Borrowers have requested that the
Required Lenders amend certain provisions of the Existing Credit Agreement and
the Required Lenders are willing, on the terms and subject to the conditions
hereinafter set forth, to modify the Existing Credit Agreement as set forth
below.


 


NOW, THEREFORE, the parties hereto agree as follows:


 


ARTICLE I




DEFINITIONS


 


SECTION 1.1.                                               Capitalized Terms Generally. 
Capitalized terms used in this Amendment and not otherwise defined
herein shall have the meanings provided therefor in the Existing Credit
Agreement.


 


SECTION 1.2.                                               Certain Definitions. 
The following terms when used in this Amendment shall have the following
meanings (such meanings to be equally applicable to the singular and plural
forms thereof):


 


“Amendment” and “First Amendment” are
defined in the preamble.


 


“Credit Agreement” is defined in the first
recital.


 


“Existing Credit Agreement” is defined in the first
recital.


 

















 


“First Amendment Effective Date” is defined in Article III.


 


ARTICLE II


 


AMENDMENTS TO EXISTING
CREDIT AGREEMENT


 


Effective on (and subject to the occurrence of) the
First Amendment Effective Date, the provisions of the Existing Credit Agreement
referred to below are hereby amended in accordance with this Article II.
Except as expressly so amended, the Existing Credit Agreement shall continue in
full force and effect in accordance with its terms.


 


SECTION 2.1.                                               Amendments to the Cover Page of the
Existing Credit Facility.  The cover page of the
Existing Credit Facility is hereby amended by (a) deleting the reference
to “as Joint Lead Arrangers and Joint Bookrunners” following “Morgan Stanley
Senior Funding, Inc. and Goldman Sachs Credit Partners L.P.” and (b) deleting
the reference to “as Collateral Agent and Co-Documentation Agent” following “Wells
Fargo Foothill, Inc.” and replacing with “as Collateral Agent, Co-Documentation
Agent, Sole Lead Arranger and Sole Bookrunner”.


 


SECTION 2.2.                                               Amendments to Section 1.01.


 


(a)                                  Section 1.01 of the Existing Credit
Agreement is hereby amended to insert the following definitions in the
appropriate alphabetical order:


 


““Eligible Purchase” means an Investment consisting of (i) any
purchase or acquisition by the Borrowers or any of their subsidiaries of any
in-licensing businesses or (ii) any up-front payment made by the Borrowers
or any of their subsidiaries for the purchase of new products, but only to the
extent such purchase, acquisition or payment would not cause the Borrowers to
be in violation of Section 6.03(b).”


 


““Leverage Ratio” means, with respect to any Person for any
period, the ratio of (i) Total Debt of such Person as of the last day of
such Period to (ii) Adjusted EBITDA of such Person for such period.”


 


““Notes Offering” means an offering of notes pursuant to Section 6.01(u).”


 


““Previous Arrangers” means Morgan Stanley and GSCP.”


 


““Sole Lead Arranger” 
means Wells Fargo.”


 


(b)                                 Section 1.01 of the Existing Credit
Agreement is hereby further amended by amending and restating the definition of
“Permitted Acquisition” in its entirety to read as follows:


 


““Permitted
Acquisition” has the meaning set forth in Section 1.04(b), and
shall include Eligible Purchases.”


 


(c)                                  Section 1.01 of the Existing Credit
Agreement is hereby further amended by deleting the definition of “Joint Lead
Arrangers”. All other references to “Joint Lead Arrangers”


 

















 


in the Existing Credit Facility are hereby deleted and
replaced with references to “Previous Arrangers”.


 


SECTION 2.3.                                               Amendment to Section 1.04.  Section 1.04(b) of
the Existing Credit Agreement is hereby amended and restated in its entirety to
read as follows:


 


“(b)  As of any date of determination, for
purposes of determining the Fixed Charge Coverage Ratio and the Leverage Ratio
(and any financial calculations required to be made or included within such
ratios (including Net Income and Adjusted EBITDA), or required for purposes of
preparing any Compliance Certificate to be delivered at any time or doing any
calculations on a pro forma basis), the calculation of such ratios and other
financial calculations shall include or exclude, as the case may be, the effect
of any assets or businesses that have been acquired pursuant to an Acquisition
permitted hereunder (a “Permitted Acquisition”) or Disposed of by the
Parent or any of its Subsidiaries pursuant to the terms hereof (including
through mergers or consolidations) as of such date of determination, as
determined by the Parent on a pro  forma basis in accordance with
GAAP, which determination may include one-time adjustments or reductions in
costs, if any, directly attributable to any such permitted Disposition or
Permitted Acquisition, as the case may be, in each case (i) calculated in
accordance with Article 11 of Regulation S-X of the Securities Act of
1933, as amended, for the period of four Fiscal Quarters ended on or
immediately prior to the date of determination of any such ratios and (ii) giving
effect to any such Permitted Acquisition or permitted Disposition as if it had
occurred on the first day of such four Fiscal Quarter period.”


 


SECTION 2.4.                                               Amendment to Section 5.01.


 


(a)                                  Section 5.01(c) of the Existing
Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“(c)  within 30 days after the end of each fiscal
month of the Loan Parties (commencing with the fiscal month ended December 31,
2006), their consolidated and consolidating balance sheet and related
statements of operations, and consolidated cash flows, in each case as of the
end of and for such fiscal month and the then elapsed portion of the fiscal
year, setting forth in each case (commencing with the fiscal month ended December 31,
2007), in comparative form the figures for the corresponding period or periods
of (or, in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified in a certificate of the Administrative Borrower executed by
one of its Financial Officers as presenting fairly in all material respects the
financial condition and results of operations of the Loan Parties and their
consolidated subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes; provided that the obligations set forth in this clause
(c) shall not apply to the extent that the Borrowers’ minimum
Availability from the commencement of the month to which the required financial
statements relate to the date by which such financial statements are due (after
giving effect to the funding of all Revolving Loans and the issuance of all
Letters of Credit to be funded or issued during such period) is equal to at
least $48,750,000;


 


(b)                                 Section 5.01(l) of the Existing
Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 

















 


“(l) within 30 days after the end of each May and
November, an updated customer list for the Borrowers, which list shall state
the customer’s name, mailing address and phone number and shall be certified as
true and correct by an Authorized Officer of the Administrative Borrower;”


 


SECTION 2.5.                                               Amendment to Section 5.08.  Section 5.08 of the Existing Credit Agreement is hereby
amended so that the revised Section 5.08 shall read as follows:


 


“SECTION 5.08 Use of Proceeds and Letters of
Credit. The proceeds of the Loans will be used (i) to consummate a
portion of the Transaction in an amount not to exceed $71,800,000 (of which
$1,800,000 will be used to cash collateralize letters of credit which shall be
replaced with Letters of Credit within 10 Business Days of the Effective Date)
and (ii) for working capital needs and general corporate purposes of the
Borrowers (including Permitted Acquisitions, Investments and loans permitted
under Section 6.04, and to repay in whole or in part the First Lien Term
Loan Credit Agreement and the Second Lien Term Loan Credit Agreement and to
extinguish in whole or in part hedging obligations in respect thereof in
connection with the Notes Offering). No part of the proceeds of any Loan will
be used, whether directly or indirectly, (i) for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations T, U
and X or (ii) to make any Acquisition other than a Permitted Acquisition.
Letters of Credit will be issued only to support the working capital needs and
other general corporate purposes of the Borrowers.”


 


SECTION 2.6.                                               Amendment to Section 6.01.  Section 6.01
of the Existing Credit Agreement is hereby amended by replacing the period (“.”)
at the end of the paragraph (t) thereof with a semi-colon (“; and”) and
adding a paragraph (u) as follows:


 


“(u) Indebtedness consisting of (i) a
one-time offering of senior unsecured notes or senior subordinated notes (and
guarantees thereof), the net proceeds of which are applied (A) to prepay
in whole or in part the First Lien Term Loan Credit Agreement and the Second
Lien Term Loan Credit Agreement, (B)  to extinguish in whole or in part
hedging obligations in respect of the First Lien Term Loan Credit Agreement and
the Second Lien Term Loan Credit Agreement and (C) for any other purpose
not prohibited by this Agreement, in each case, as part of a refinancing
transaction in which all amounts outstanding under the First Lien Term Loan
Credit Agreement and the Second Lien Term Loan Credit Agreement are paid in
full and the facilities are terminated or (ii) notes in the same principal
amount issued in exchange for such notes in a transaction registered under the
U.S. Securities Act of 1933, as amended.”


 


SECTION 2.7.                                               Amendment to Section 6.04.


 


(a)                                  Section 6.04(i) of the Existing
Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“(i)  Investments incurred in order to consummate Permitted
Acquisitions, provided that (i) the consideration for (x) all
such Permitted Acquisitions, in the aggregate, does not exceed $250,000,000 and
(y) all such Permitted Acquisitions which are Eligible Purchases, in the
aggregate, does not exceed $150,000,000, in each case


 

















 


since the
Effective Date, provided further that such
$250,000,000 and $150,000,000 limits shall be increased on a dollar for dollar
basis by the cash proceeds of any issuance of Sponsor Subordinated Debt or
equity contribution (other than equity contributions made for purposes of
allowing additional Investments pursuant to Sections 6.04(m) and (q),
to fund repurchases or redemptions permitted by Section 6.06, or
for purposes of satisfying the covenants contained in Section 6.11),
(ii) at the time thereof and immediately after giving effect thereto no
Event of Default shall have occurred and be continuing, (iii) after giving
effect to such Permitted Acquisition, the Borrowers shall have a minimum pro
forma Availability as of the date of consummation of such Permitted Acquisition
(after giving effect to the funding of all Revolving Loans and the issuance of
all Letters of Credit to be funded or issued as of such date and the inclusion
in the Borrowing Base of acquired Accounts and Inventory for which field
examinations and appraisals have been completed and that would be Eligible
Accounts and Eligible Inventory upon acquisition thereof by the applicable
Borrowers) of not less than $48,750,000, (iv) the Loan Parties shall have
obtained the prior, effective written consent or approval to such Permitted
Acquisition of the board of directors or equivalent governing body of the
Person being acquired or whose assets are being acquired, (v) such
Permitted Acquisition consists exclusively of (A) assets or businesses
located only in the United States or Canada, (B) a Person organized under
the laws of the United States or any state thereof or Canada or any province
thereof, so long as such Person becomes a Loan Party, or (C) assets or
businesses located in, or Persons organized under the laws of, other
jurisdictions, in an aggregate amount, when aggregated with Investments made
pursuant to Section 6.04(m), do not exceed $150,000,000 at any time
outstanding, which foreign Investments shall be Controlled at all times by the
Borrowers unless the Person holding such acquired assets, or the acquired
Person, is an Excluded Joint Venture, provided
further that such $150,000,000 limit shall be increased on a dollar for
dollar basis by the cash proceeds of any equity contribution or proceeds from
the issuance of Sponsor Subordinated Debt, other than equity contributions or
issuances of Indebtedness made for purposes of allowing additional Investments
or Acquisitions pursuant to Section 6.04(i) or 6.04(m),
to fund repurchases or redemptions permitted by Section 6.06, or
for purposes of satisfying the covenants contained in Section 6.11(a) or
(c), (vi) all material governmental and material third-party
approvals necessary in connection with such Permitted Acquisition shall have
been obtained and be in full force and effect, (vii) if acquiring a
Person, such Person becomes (A) a wholly-owned subsidiary of a Borrower or
(B) an Excluded Joint Venture, and (viii) on or before the date of
consummation of such Permitted Acquisition, the Administrative Agent shall have
received (A) all documents required by the provisions of Section 5.11
with respect to any Person purchased or formed in such Permitted Acquisition
and (B) if the amount of such Permitted Acquisition exceeds $10,000,000, a
certificate of the Administrative Borrower executed by its chief financial
officer or chief executive officer certifying to the Administrative Agent and
the Lenders as to the matters set forth in the foregoing clauses (i) through
(viii);”


 


(b)                                 Section 6.04(r) of the Existing
Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“(r)                              [INTENTIONALLY OMITTED]”


 

















 


SECTION 2.8.                                               Amendment to Section 6.06.  Section 6.06
of the Existing Credit Agreement is hereby amended and restated in its entirety
to read as follows:


 


“SECTION 6.06.  Restricted Payments.  The Borrowers will not, and will not permit
any of their respective subsidiaries to, declare or make, directly or
indirectly, any Restricted Payment, except:


 


(a) the
Borrowers may make Restricted Payments with respect to its Equity Interests
payable solely in additional shares of its common stock;


 


(b) any
subsidiary of Parent may declare and pay dividends ratably with respect to
their Equity Interests;


 


(c) after an
Initial Public Offering (including an offering that would be an Initial Public
Offering except that the amount of proceeds received with respect thereto is
less than $50,000,000) of a Borrower, such Borrower may declare and pay
dividends for the purchase of fractional shares arising out of stock dividends,
splits or combinations;


 


(d) commencing
with the Fiscal Quarter ending March 31, 2010, Parent may declare and pay
cash dividends to holders of its common stock, so long as (i) the Leverage
Ratio of the Borrowers and their subsidiaries, determined as of the end of the
immediately preceding Fiscal Quarter for the then most-recently ended four
Fiscal Quarters, is equal to or less than 2.00 to 1.00 and (ii) the
Borrowers shall have a minimum pro forma Availability as of the date of such
dividend (after giving effect to such cash dividend payment, the funding of all
Revolving Loans and the issuance of all Letters of Credit to be funded or
issued as of such date) of not less than $48,750,000; provided that, the
aggregate amount of Restricted Payments under this clause (d) shall
not exceed 50% of Net Income of Parent and its subsidiaries during the period
(taken as one accounting period) from October 1, 2009 to the end of Parent’s
most recently ended Fiscal Quarter as of the date of such Restricted Payment;


 


(e) the Loan
Parties may make Restricted Payments for the payment of general and
administrative costs and expenses in an amount not to exceed $500,000 in any
fiscal year and taxes of Parent;


 


(f) so long
as (1) no Event of Default has occurred and is continuing and (2) after
giving effect to such Restricted Payment, the Borrowers shall have a minimum
pro forma Availability as of the date of such Restricted Payment (after giving
effect to the funding of all Revolving Loans and the issuance of all Letters of
Credit to be funded or issued as of such date) of not less than $48,750,000,
the Loan Parties may make Restricted Payments for the purchase of common stock
or common stock options from present or former officers or employees upon the
death, disability or termination of employment of such officer or employee, provided
that, the aggregate amount of Restricted Payments under this clause (f) in
any fiscal year shall not exceed $5,000,000;


 


(g) [INTENTIONALLY
OMITTED];


 


(h) [INTENTIONALLY
OMITTED];


 
















 


(i) the Loan
Parties may make Restricted Payments to repurchase or redeem equity owned by
IBR pursuant to the IBR Plasma Asset Purchase;


 


(j) the Loan
Parties may make Restricted Payments for payment of Special Recognition Bonus 1
and Special Recognition Bonus 2A;


 


(k) the Loan
Parties may make Restricted Payments for payment of Special Recognition Bonus
2B;


 


(l) in
connection with the Dividend, the Loan Parties may make Restricted Payments in
an amount not to exceed the amount of the respective Dividend; and


 


(m) so long
as no Event of Default has occurred and is continuing or would result
therefrom, the Loan Parties may make Restricted Payments to repurchase Equity
Interests issued in connection with the Bonus Plan to the extent necessary to
pay the minimum withholding tax required to be paid in connection with the
vesting of restricted Equity Interests and options thereon.


 


For the avoidance
of doubt, the Borrowers shall not be restricted pursuant to this Section 6.06
or otherwise from issuing options pursuant to a stock option plan or from the
issuance of Equity Interest upon the exercise of any such options.”


 


SECTION 2.9.                                               Amendment to Section 6.08.  Section 6.08 of the Existing Credit Agreement is hereby
amended to add a new clause (vii), so that the revised Section 6.08 shall
read as follows:


 


“SECTION 6.08 Restrictive Agreements. The Borrowers will not, and
will not permit any other Borrower or any subsidiary of any Borrower to,
directly or indirectly, enter into, incur or permit to exist any agreement or
other arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of such Loan Party to create, incur or permit to exist any Lien upon
any of its property or assets, or (b) the ability of any subsidiary of a
Loan Party to pay dividends or other distributions with respect to any shares
of its capital stock or to make or repay loans or advances to any Borrower or
any other subsidiary of a Borrower or to Guarantee Indebtedness of a Borrower
or any other subsidiary of a Borrower; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by law, by the
Loan Documents, the First Lien Term Loan Documents or by the Second Lien Term
Loan Documents, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 6.08 (but shall
apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition), (iii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of an entity or asset pending such sale, provided
such restrictions and conditions apply only to the entity or asset that is to
be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness (including Capital Lease
Obligations) permitted by this Agreement if such restrictions or conditions
apply only to the property or assets (or the proceeds thereof) securing such
Indebtedness, (v) clause (a) of the


 

















 


foregoing shall not apply to customary provisions in
leases restricting the assignment thereof, (vi) customary provisions in
joint venture agreements and similar agreements that restrict the transfer or
pledge of Equity Interests in, or the creation of Liens on assets of, joint
ventures constituting Excluded Joint Ventures or which are not Subsidiaries,
which restrictions relate only to the assets of, or Equity Interests in, such
joint venture, so long as such Equity Interests are not pledged to any other
Person and (vii) the foregoing shall not apply to customary covenants
limiting liens and restricted payments under the terms of notes issued in the
Notes Offering.”


 


SECTION 2.10.                                         Amendment to Section 6.09.  Section 6.09 of the Existing Credit Agreement is hereby
amended by amending and restating clause (ii) of the first paragraph
thereof in its entirety to read as follows:


 


“(ii) with respect to the Second Lien Term Loans, with the
proceeds of (x) the issuance of Equity Interests of the Parent, (y) the
Notes Offering or (z) drawings under this Agreement or the application of
cash on hand in connection with a refinancing and termination of the Second
Lien Term Loan Credit Agreement as part of the Notes Offering, and,
notwithstanding the paragraph below, the Second Lien Term Loan Indebtedness
Documents may be terminated in connection with the Notes Offering.”


 


SECTION 2.11.                                         Amendment to Section 6.10.  Section 6.10
of the Existing Credit Agreement is hereby amended and restated in its entirety
to read as follows:


 


“(a)  The Borrowers and their subsidiaries will not expend cash
for Capital Expenditures during any fiscal year listed below in excess of the
following:


 


	
  Period

  	
   

  	
  Annual Permitted

  Amount

  	
   

  
	
  Fiscal
  year ending December 31, 2009

  	
   

  	
  $

  	
  106,000,000

  	
   

  
	
  Fiscal
  year ending December 31, 2010

  	
   

  	
  $

  	
  225,000,000

  	
   

  
	
  Fiscal
  year ending December 31, 2011 and each fiscal year ending thereafter

  	
   

  	
  $

  	
  225,000,000

  	
   

  



 


To the extent that
actual Capital Expenditures for any fiscal year listed above are less than the
maximum amount allowed hereunder for such fiscal year, such unused amount may
be carried forward and used only in the next fiscal year.


 


(b) 
Notwithstanding clause (a) above, to the extent the Borrowers and
their subsidiaries are required to make any Regulatory Cap Ex, the Borrowers
and their subsidiaries are permitted to make such Regulatory Cap Ex in an
amount not to exceed $10,000,000 in any fiscal year.


 


(c)  Any term
or provision of this Section 6.10 to the contrary notwithstanding,
the Capital Expenditures limitations set forth in clause (a) above
shall not apply in any fiscal year set forth above in such clause (a) if
the Leverage Ratio of the Borrowers and their subsidiaries for the fiscal year
most recently ended, was less than or equal to 2.00 to 1.00.


 

















 


SECTION 2.12.                                         Amendment to Section 6.11.                   Section 6.11(a) of the Existing Credit
Agreement is hereby amended by replacing the reference to “$32,500,000” with “$48,750,000”.


 


SECTION 2.13.                                         Amendment to Section 6.12.  Section 6.12
of the Existing Credit Agreement is hereby amended by replacing the period (“.”)
at the end of the first paragraph thereof with a semi-colon (“;”) and adding
the following proviso:


 


“provided that, the Borrowers may terminate the First Lien Term
Loan Credit Agreement and the Second Lien Term Loan Credit Agreement, in each
case, in connection with the Notes Offering.”


 


SECTION 2.14.                                         Amendment to Section 6.15.                   Section 6.15(b) of the Existing Credit
Agreement is hereby amended and restated in its entirety to read as follows:


 


“(b)                           Notwithstanding any provision of any Loan
Document, if for any consecutive five Business Day period the Borrowers’
Availability is less than $48,750,000, the Administrative Agent shall, on behalf
of the Lenders, have full and exclusive dominion and control over the Borrowers’
Deposit Accounts and Securities Accounts and the Borrowers will not be
permitted to withdraw funds from the Deposit Account or the Securities Account
without the consent of the Administrative Agent; provided that if for a
consecutive period of 30 Business Days the Borrowers’ Availability is in excess
of $48,750,000, dominion and control over the Deposit Accounts and the
Securities Accounts shall revert to the Borrowers.


 


SECTION 2.15.                                         Amendment to Section 9.01.                   Section 9.01 of the Existing Credit Agreement is hereby amended by
adding a new paragraph (d) to the end thereof as follows:


 


“(d)                           Notwithstanding the foregoing, documents
required to be delivered pursuant to Sections 5.01(a), (b), (c) and (m) hereof
may be delivered electronically via posting on the internet and if so delivered
shall be deemed to have been delivered on the earlier of (i) the date on
which such documents are posted on the Securities and Exchange Commission’s
website, (ii) the date on which a link thereto is provided on the Parent’s
website and (iii) the date on which such documents are posted on the
Borrowers’ behalf on IntraLinks or another relevant website, if any, (whether a
commercial, third party website or whether sponsored by the Administrative
Agent) established in connection with the Loans and to which each Lender and
the Administrative Agent have access.”


 


SECTION 2.16.                                         Amendment to Section 9.03.                   Section 9.03(b) of the Existing Credit Agreement is hereby
amended and restated in its entirety to read as follows:


 


“(b)                           Each Borrower hereby jointly and
severally agrees to indemnify the Administrative Agent, Collateral Agent,
Syndication Agent, Documentation Agent, Previous Arrangers, Sole Lead Arranger,
the Issuing Bank and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, penalties, liabilities, obligations, and reasonable, documented costs,


 

















 


disbursements and
expenses, including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of any actual or threatened claim, action,
investigation or proceeding (regardless of whether the Indemnitee is a party
thereto) relating to or otherwise with respect to (i) the execution or
delivery of the Loan Documents or any certificate, agreement or instrument
contemplated thereby, the performance by the parties hereto of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the
use of the proceeds therefrom (including any refusal by the Issuing Bank to
honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such
Letter of Credit) or (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by any Borrower
or any of its subsidiaries, or any Environmental Liability related in any way
to any Borrower or any of its subsidiaries; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, penalties, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
any of such Indemnitee’s Related Parties. To the extent permitted by applicable
law, no Loan Party shall assert, and each Loan Party hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
(whether or not the claim therefor is based on contract, tort or duty imposed
by any applicable legal requirement) arising out of, in connection with,
arising out of, as a result of, or in any way related to, this Agreement or any
Loan Document or any agreement or instrument contemplated hereby or thereby or
referred to herein or therein, the transactions contemplated hereby or thereby,
any Loan or the use of the proceeds thereof or any act or omission or event
occurring in connection therewith, and the Loan Parties hereby waive, release
and agree not to sue upon any such claim or any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor.


 


ARTICLE III



CONDITIONS TO EFFECTIVENESS


 


SECTION 3.1.                                               Conditions to Effectiveness. 
This Amendment and the amendments and modifications to the Existing
Credit Agreement set forth herein or contemplated hereby shall become effective
upon the prior or simultaneous satisfaction of each of the following conditions
in a manner reasonably satisfactory to the Administrative Agent. The date on
which all such conditions are so satisfied is herein referred to as the “First
Amendment Effective Date”.


 


SECTION 3.1.1.                                                         Counterparts. 
The Administrative Agent shall have received counterparts of this
Amendment executed on behalf of each Borrower and the Lenders which, in the
reasonable judgment of the Administrative Agent, constitute Required Lenders.


 

















 


SECTION 3.1.2.                                                              Subsidiary Guarantor Acknowledgment and
Consent.  Each Subsidiary Guarantor shall execute and
deliver an Acknowledgment and Consent in substantially the form annexed hereto
as Exhibit A.


 


SECTION 3.1.3.                                                              Amendment Fee.  The
Administrative Agent shall have received for the pro rata account of each
Lender (that has delivered its signature page in a manner and before the
time set forth below), based upon such Lender’s Applicable Percentages, an
amendment fee in an amount equal to 0.50% of the Revolving Commitment, but
payable only (i) upon the effectiveness of the First Amendment and (ii) to
each Lender that has delivered (including by way of facsimile or other
electronic transmission) its executed signature page to this Amendment to
the attention of Jaime E. Ramirez at Sullivan & Cromwell LLP, 125
Broad Street, New York, New York 10004, facsimile number: (212) 291-9458,
e-mail address: ramirezj@sullcrom.com, at or prior to 5:00 P.M. (New York
City time) on October 14, 2009.


 


SECTION 3.1.4.                                                              Costs and Expenses, etc. 
The Administrative Agent shall have received for the account of itself
and each Lender, all reasonable fees, costs and expenses due and payable
pursuant to the Existing Credit Agreement, including Section 9.03 thereof,
and this Amendment (including without limitation the reasonable fees and
expenses of Sullivan & Cromwell LLP, special New York counsel to the
Administrative Agent), if then invoiced, together with all other fees
separately agreed to by the Borrowers and the Administrative Agent (or any of
its Affiliates).


 


SECTION 3.1.5.                                                              Certificate of Authorized Officer. 
By its execution of this Amendment, each Borrower shall be deemed to
have certified that, both immediately before and after giving effect to this
Amendment on the First Amendment Effective Date, the statements set forth in
Sections 4.1 and 4.2 hereof are true and correct.


 


SECTION 3.1.6.                                                              Satisfactory Legal Form. 
In connection with the matters contemplated hereby, the Administrative
Agent and its counsel shall have received all documents and information, and
such counterpart originals or such certified or other copies of such materials,
as the Administrative Agent or its counsel may reasonably request, and all
legal matters incident to the effectiveness of this Amendment shall be
satisfactory to the Administrative Agent and its counsel.  All documents executed or submitted pursuant
hereto or in connection herewith shall be reasonably satisfactory in form and
substance to the Administrative Agent and its counsel.


 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES


 


To induce the Required Lenders to enter into this
Amendment, each of the Borrowers, jointly and severally, represents and
warrants to the Lenders as set forth below.


 


SECTION 4.1.                                               Validity, etc. 
This Amendment and the Credit Agreement (after giving effect to this
Amendment) each constitutes the legal, valid and binding obligation of the
Borrowers enforceable in accordance with its terms subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to


 

















 


or affecting creditors’ rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.


 


SECTION 4.2.                                               Representations and Warranties, etc. As of the First Amendment Effective
Date, both before and after giving effect to this Amendment, the following
statements shall be true and correct:


 


(a) the representations and warranties set forth
in each Loan Document are, in each case, true and correct (i) in the case
of representations and warranties not qualified by references to “materiality”
or a Material Adverse Effect, in all material respects, and (ii) otherwise,
in all respects, in each case with the same effect as if then made (unless
stated to relate solely to an earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date); and


 


(b) no Default has occurred and is continuing.


 


ARTICLE V


 


MISCELLANEOUS


 


SECTION 5.1.                                               Cross-References. 
References in this Amendment to any Article or Section are,
unless otherwise specified, to such Article or Section of this
Amendment.


 


SECTION 5.2.                                               Loan Document Pursuant to Existing Credit
Agreement.  This Amendment is a Loan Document executed
pursuant to the Existing Credit Agreement or, after the First Amendment
Effective Date, the Credit Agreement, and shall (unless otherwise expressly
indicated therein) be construed, administered and applied in accordance with
all of the terms and provisions of the Existing Credit Agreement or the Credit
Agreement, as the case may be, including Article IX thereof.


 


SECTION 5.3.                                               Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


SECTION 5.4.                                               Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which when executed and
delivered shall be an original and all of which shall constitute
together but one and the same agreement. 
Delivery of an executed counterpart of a signature page to this
Amendment by facsimile (or other electronic transmission) shall be effective as
delivery of a manually executed counterpart of this Amendment.


 


SECTION 5.5.                                               Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


SECTION 5.6.                                               Full Force and Effect; Limited Amendment. 
Except as expressly amended hereby, all of the representations,
warranties, terms, covenants, conditions and other provisions of the Existing
Credit Agreement shall remain unchanged and shall continue to be,


 
















 


and shall remain, in full force and effect in
accordance with their respective terms. The amendments set forth herein shall
be limited precisely as provided for herein to the provisions expressly amended
herein and shall not be deemed to be an amendment to, waiver of, consent to or
modification of any other term or provision of the Existing Credit Agreement or
any other Loan Document or of any transaction or further or future action on
the part of any Obligor which would require the consent of the Lenders under
the Existing Credit Agreement or any other Loan Document.


 


SECTION 5.7.                                               No Waiver.  This
Amendment is not, and shall not be deemed to be, a waiver or a consent to any
Event of Default, event with which the giving of notice or lapse of time or
both may result in an Event of Default, or other non-compliance now existing or
hereafter arising under the Existing Credit Agreement, the Credit Agreement or
any other Loan Document.


 


(Signature Pages Follow)


 

















 


IN WITNESS WHEREOF, the parties hereto have executed
and delivered this First Amendment as of the date first above written.


 


	
   

  	
  TALECRIS BIOTHERAPEUTICS
  HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. Gaither, Jr.

  
	
   

  	
   

  	
  Name: John F. Gaither, Jr.

  
	
   

  	
   

  	
  Title: Executive Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  TALECRIS BIOTHERAPEUTICS,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. Gaither, Jr.

  
	
   

  	
   

  	
  Name: John F. Gaither, Jr.

  
	
   

  	
   

  	
  Title: Executive Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  TALECRIS PLASMA RESOURCES,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. Gaither, Jr.

  
	
   

  	
   

  	
  Name: John F. Gaither, Jr.

  
	
   

  	
   

  	
  Title: Executive Vice President, General Counsel and Secretary

  



 


First
Amendment to Revolving Credit Agreement


 

















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and
  Swingline Lender and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Butler

  
	
   

  	
   

  	
  Name: Eric Butler

  
	
   

  	
   

  	
  Title: MD

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO FOOTHILL, INC.,

  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul G. Chad

  
	
   

  	
   

  	
  Name: Paul G. Chad

  
	
   

  	
   

  	
  Title: SVP

  



 


First
Amendment to Revolving Credit Agreement


 

















 


	
   

  	
  General Electric Capital
  Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey P. Hoffman

  
	
   

  	
   

  	
  Name: Jeffrey P. Hoffman

  
	
   

  	
   

  	
  Title: Duly Authorized
  Signatory

  



 


 


	
   

  	
  Morgan Stanley Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Zippelius

  
	
   

  	
   

  	
  Name: Peter Zippelius

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  



 


 


	
   

  	
  SIEMENS FINANCIAL
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Traci R. Crabtree

  
	
   

  	
   

  	
  Name: Traci R. Crabtree

  
	
   

  	
   

  	
  Title: Vice President Risk
  Management

  



 


 


	
   

  	
  SIEMENS FINANCIAL
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Casciano

  
	
   

  	
   

  	
  Name: Anthony Casciano

  
	
   

  	
   

  	
  Title: Managing Director

  



 


 


	
   

  	
  PNC Bank, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ E. Niki Stone

  
	
   

  	
   

  	
  Name: E. Niki Stone

  
	
   

  	
   

  	
  Title: VP-PNCBC

  



 


 


	
   

  	
  ALLIED IRISH BANK, P.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jean Pierre Knight

  
	
   

  	
   

  	
  Name: Jean Pierre Knight

  
	
   

  	
   

  	
  Title: Vice President

  



 


	
   

  	
  Fifth Third Bank, an Ohio
  Banking Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert H. Newman

  
	
   

  	
   

  	
  Name: Robert H. Newman

  
	
   

  	
   

  	
  Title: Vice President

  



 


First Amendment to Revolving
Credit Agreement


 

















 


Acknowledgment and Consent


 


Reference is made to (i) the Revolving Credit
Agreement, dated as of December 6, 2006 (as amended or otherwise modified
prior to the date hereof, the “Existing Credit Agreement”) among
Talecris Biotherapeutics Holdings Corp., Talecris Biotherapeutics, Inc.,
Precision Pharma Services, Inc., Talecris Plasma Resources, Inc.,
certain financial institutions and other lenders party thereto, Wachovia Bank,
National Association, as Administrative Agent for such financial institutions
and other lenders, and Wells Fargo Foothill, Inc., as Collateral Agent,
and (ii) the First Amendment to the Existing Credit Agreement, dated as of
October [·], 2009 (the “First Amendment”; the Existing Credit Agreement as
amended by the First Amendment and as the same may be further amended,
supplemented, amended and restated or otherwise modified from time to time, the
“Credit Agreement”). Unless otherwise defined herein, capitalized terms
used herein have the same meanings as if used in the First Amendment.


 


Each of the undersigned hereby certifies, represents
and warrants as follows:


 


1.                                       It is a Subsidiary Guarantor and a party
to one or more Loan Documents.


 


2.                                       It acknowledges and consents to the
execution, delivery and performance by the Borrowers of the First Amendment.


 


3.                                       It hereby reaffirms, as of the First
Amendment Effective Date, that immediately after giving effect to the First
Amendment, each of the following remain in full force and effect: (i) the
covenants and agreements made by it and contained in each Loan Document to
which it is a party, (ii) with respect to the Subsidiary Guaranty to which
it is party, its guarantee of payment of the Obligations pursuant to the terms
of such Subsidiary Guaranty, and (iii) with respect to each Security
Agreement or Mortgage to which it is a party, its pledges and other grants of
Liens in respect of the Obligations pursuant to the terms of any such Loan
Document.


 


4.                                       It hereby
represents and warrants, as of the First Amendment Effective Date, that
immediately after giving effect to the First Amendment, each Loan Document to
which it is a party continues to be a legal, valid and binding obligation of such Subsidiary Guarantor,
enforceable against such party in accordance with its terms subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.


 


5.                                       It hereby represents and warrants, as of
the First Amendment Effective Date, that both before and after giving effect to
the First Amendment, the representations and warranties set forth in each Loan
Document to which it is a party are, in each case, true and correct (i) in
the case of representations and warranties not qualified by references to “materiality”
or a Material Adverse Effect, in all material respects and (ii) otherwise,
in all respects, in each case with the same effect as if then made (unless stated to
relate solely to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of such
earlier date).


 

















 


IN WITNESS WHEREOF, the parties hereto have executed
and delivered this Acknowledgment and Consent as of the 14th day of October,
2009.


 


 


	
   

  	
  TALECRIS BIOTHERAPEUTICS
  HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. Gaither, Jr.

  
	
   

  	
   

  	
  Name: John F. Gaither, Jr.

  
	
   

  	
   

  	
  Title: Executive Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TALECRIS BIOTHERAPEUTICS,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. Gaither, Jr.

  
	
   

  	
   

  	
  Name: John F. Gaither, Jr.

  
	
   

  	
   

  	
  Title: Executive Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TALECRIS PLASMA RESOURCES,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. Gaither, Jr.

  
	
   

  	
   

  	
  Name: John F. Gaither, Jr.

  
	
   

  	
   

  	
  Title: Executive Vice President, General Counsel and Secretary

  



 


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