Exhibit 10.1.2
FIRST AMENDMENT TO CREDIT
AGREEMENT AND WAIVER
FIRST AMENDMENT TO CREDIT AGREEMENT
AND WAIVER, dated as of December 28, 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 several lenders from time to time
parties thereto, LASALLE BANK NATIONAL ASSOCIATION, as
Documentation Agent, BANK OF AMERICA, N.A., as Syndication Agent
and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase
Bank), as Administrative Agent (the “ Administrative
Agent ”).
WHEREAS pursuant to the Credit
Agreement, the Lenders have agreed to extend credit to the
Borrower; and
WHEREAS the Borrower has requested
that the Credit Agreement be amended and waived in the manner
provided for in this Amendment and Waiver, and the Lenders are
willing to agree to such amendment and waiver as provided for
herein;
NOW, THEREFORE, in consideration of
the premises and mutual covenants contained herein the parties
hereto hereby agree as follows:
1.
Defined Terms
. Capitalized terms used and not
defined herein shall have the meanings given to them in the Credit
Agreement.
2.
Waiver of Restricted Payment
Default . The
Lenders 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 a result of the Borrower’s
repurchase of its common stock subsequent to the Closing Date in an
aggregate amount in excess of $15,000,000, and any Default or Event
of Default, if any, that may have arisen as a result of a breach by
the Borrower of its obligations under Section 6.7(a) of
the Credit Agreement related thereto.
3.
Amendment to
Section 7.6 .
Section 7.6(c) of the 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) $40,000,000 and (ii) 50% of Consolidated Net Income
as at the end of the fiscal year of the Borrower ended
January 1, 2006 and each subsequent fiscal quarter
thereafter”
4.
No Other Amendments;
Confirmation .
Except as expressly amended hereby, the provisions of the Credit
Agreement are and shall remain in full force and effect.
Nothing herein shall be deemed to entitle the Borrower to a consent
to, or a waiver, amendment, modification or other change of, any of
the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any Loan Document in similar
or different circumstances.
5.
Representations and
Warranties . The
Borrower hereby represents and warrants to the Administr
