preceding
clause (a)(i); and
(ii)
the Fifth Amendment General Effective Date shall have occurred.
6.
BY EXECUTING AND DELIVERING A COPY HEREOF, EACH CREDIT PARTY
HEREBY AGREES THAT ALL LOANS (INCLUDING, WITHOUT LIMITATION, THE B TERM LOANS)
SHALL BE FULLY GUARANTEED PURSUANT TO THE HOLDINGS GUARANTY AND THE SUBSIDIARY
GUARANTY IN ACCORDANCE WITH THE TERMS AND PROVISIONS THEREOF AND SHALL BE FULLY
SECURED PURSUANT TO THE SECURITY DOCUMENTS.
7.
FROM AND AFTER EACH OF THE FIFTH AMENDMENT GENERAL EFFECTIVE DATE
AND THE FIFTH AMENDMENT 100% EFFECTIVE DATE, ALL REFERENCES IN THE CREDIT
AGREEMENT AND EACH OF THE OTHER CREDIT DOCUMENTS TO THE CREDIT AGREEMENT SHALL
BE DEEMED TO BE REFERENCES TO THE CREDIT AGREEMENT AS MODIFIED HEREBY ON THE
FIFTH AMENDMENT GENERAL EFFECTIVE DATE OR THE FIFTH AMENDMENT 100% EFFECTIVE
DATE, AS THE CASE MAY BE.
*
*
*
3
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Fifth Amendment as of the date first above
written.
DADE BEHRING HOLDINGS, INC.
By:
/s/
Mark W. Moran
Name:
Mark W. Moran
Title:
Vice President Tax and Treasury
DADE BEHRING INC.
By:
/s/
Mark W. Moran
Name:
Mark W. Moran
Title:
Corporate Vice President and Treasurer
DEUTSCHE BANK AG, NEW YORK BRANCH,
Individually and as Administrative
Agent
By:
/s/
Mary Kay Coyle
Name:
Mary Kay Coyle
Title:
Managing Director
By:
/s/
Carin M. Keegan
Name:
Carin M. Keegan
Title:
Vice President
Each of the undersigned, each being a Subsidiary Guarantor under, and as defined
in, the Credit Agreement referenced in the foregoing Fifth Amendment, hereby
consents to the entering into of the Fifth Amendment and agrees to the
provisions thereof (including, without limitation, Part II, Section 6 thereof).
DADE BEHRING FINANCE CO. LLC
By:
/s/
Louise S. Pearson
Name:
Louise S. Pearson
Title:
Secretary and General Counsel
DADE FINANCE LLC (formerly known as Dade
Finance, Inc.)
By:
/s/
Louise S. Pearson
Name:
Louise S. Pearson
Title:
Secretary and General Counsel