-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HvquYW/W8vj9gpM/naIOYGNv8LwFE81Cme4EntmSDnJD8Um+B77VsypEaF11TxXv SmRL/Tkna+4Ta56+Y/vqYw== 0000950137-06-011766.txt : 20061102 0000950137-06-011766.hdr.sgml : 20061102 20061102163331 ACCESSION NUMBER: 0000950137-06-011766 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061030 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061102 DATE AS OF CHANGE: 20061102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO CO CENTRAL INDEX KEY: 0000820096 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382799573 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19725 FILM NUMBER: 061183124 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 6166738451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 8-K 1 c09659e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2006 PERRIGO COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) MICHIGAN 0-19725 38-2799573 - ----------------------------- ------------ ------------------- (State of other (Commission (IRS Employer Jurisdiction of Incorporation) File Number) Identification No.) 515 Eastern Avenue, Allegan, Michigan 49010 - ------------------------------------------ ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (269) 673-8451 -------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Second Amendment to Credit Agreement On October 30, 2006, Perrigo Company ("Perrigo") entered into a Second Amendment to its Credit Agreement, dated as of March 16, 2005, among Perrigo Company, the Foreign Subsidiary Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, Bank Leumi USA, as Syndication Agent, and Bank of America, N.A., LaSalle Bank Midwest National Association, formerly known as Standard Federal Bank, N.A. and National City Bank of the Midwest, as Documentation Agents. Under the Second Amendment (i) the Applicable Margin for Eurocurrency Loans and the facility fees were reduced, (ii) the maturity date of the credit facility was extended from March 16, 2010 to October 30, 2011, and (iii) subject to certain conditions, the aggregate amount of revolving commitment may be increased to $450,000,000. Previously, the aggregate amount of revolving commitment was $325,000,000. The foregoing description is qualified in its entirety by reference to the text of the Second Amendment to Credit Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 10.1. Second Amendment to Credit Agreement, dated as of October 30, 2006, among Perrigo Company, the Foreign Subsidiary Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, Bank Leumi USA, as Syndication Agent, and Bank of America, N.A., LaSalle Bank Midwest National Association, formerly known as Standard Federal Bank, N.A. and National City Bank of the Midwest, as Documentation Agents. SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PERRIGO COMPANY (Registrant) By: /s/ Todd W. Kingma --------------------------------------- Dated: November 2, 2006 Todd W. Kingma Executive Vice President, Secretary and General Counsel S-1 EXHIBIT INDEX 10.1. Second Amendment to Credit Agreement, dated as of October 30, 2006, among Perrigo Company, the Foreign Subsidiary Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, Bank Leumi USA, as Syndication Agent, and Bank of America, N.A., LaSalle Bank Midwest National Association, formerly known as Standard Federal Bank, N.A. and National City Bank of the Midwest, as Documentation Agents. E-1 EX-10.1 2 c09659exv10w1.txt SECOND AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of October 30, 2006 (this "Amendment"), is among Perrigo Company (the "U.S. Borrower"), the Foreign Subsidiary Borrowers party hereto, the Lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent"), Bank Leumi USA, as Syndication Agent, and Bank of America, N.A., LaSalle Bank Midwest National Association, formerly known as Standard Federal Bank, N.A. and National City Bank of the Midwest, as Documentation Agents. RECITAL The Borrowers, the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agents are parties to a Credit Agreement dated as of March 16, 2005, as amended by a First Amendment to Credit Agreement dated as of September 30, 2005 (the "Credit Agreement"). The Borrowers desire to amend the Credit Agreement as set forth herein and the Lenders are willing to do so in accordance with the terms hereof. TERMS In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows: ARTICLE 1. AMENDMENTS. The Credit Agreement is amended as follows: 1.1 The definitions of Applicable Rate and Maturity Date in Section 1.01 are restated as follows: "Applicable Rate" means, for any day, with respect to any Eurocurrency Loan or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption "Applicable Margin" or "Facility Fee Rate", as the case may be, based upon the Leverage Ratio as of the most recent determination date:
- -------------------------------------------------------------------------------------------------------------------- Applicable Margin -- LIBO Revolving Loans and Applicable Margin -- Level Leverage Ratio Facility Fee Rate Letters of Credit LIBO Term Loans - -------------------------------------------------------------------------------------------------------------------- 1 greater than 2.50:1.0 22.5 bps 90.0 bps 112.5 bps - -------------------------------------------------------------------------------------------------------------------- 2 less than 2.50:1.0 17.5 bps 70.0 bps 87.5 bps - -------------------------------------------------------------------------------------------------------------------- 3 less than 2.00:1.0 15.0 bps 55.0 bps 70.0 bps - -------------------------------------------------------------------------------------------------------------------- 4 less than 1.50:1.0 11.0 bps 44.0 bps 55.0 bps - -------------------------------------------------------------------------------------------------------------------- 5 less than 1.00:1.0 10.0 bps 40.0 bps 50.0 bps - -------------------------------------------------------------------------------------------------------------------- 6 less than 0.50:1.0 9.0 bps 36.0 bps 45.0 bps - --------------------------------------------------------------------------------------------------------------------
The Applicable Rate shall be determined in accordance with the foregoing table based on the Leverage Ratio as determined in the then most recent quarterly financial statements for the first three Fiscal Quarters of each Fiscal Year and the audited year end financial statements for the last Fiscal Quarter (in each case calculated on a trailing four quarter basis) of the U.S. Borrower. Adjustments, if any, to the Applicable Rate shall be effective five business days after the Administrative Agent is scheduled to receive the applicable financials under Section 5.01(a) or (b) and certificate under Section 5.01(c). If the U.S. Borrower fails to deliver the financials to the Administrative Agent at the time required hereunder, then the Applicable Rate shall be set at Level 1 until five days after such financials are so delivered. Notwithstanding anything herein to the contrary, the Applicable Rate shall be set at Level 4 as of October 30, 2006 and shall be adjusted for the first time based on the financials for the first Fiscal Quarter ending thereafter. "Maturity Date" means October 30, 2011. 1.2 The reference in Section 2.08(d)(iii) and in Exhibit D to "$325,000,000" shall be deleted and "$450,000,000" shall be substituted in place thereof. ARTICLE 2. REPRESENTATIONS. Each Borrower represents and warrants to the Lenders and Administrative Agent that: 2.1 The execution, delivery and performance of this Amendment are within its powers and have been duly authorized by it. This Amendment is the legal, valid and binding obligation of it, enforceable against it in accordance with the terms thereof. 2.2 After giving effect to the amendments and waiver herein contained, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents are true in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof, and no Default or Event of Default exists or has occurred and is continuing on the date hereof. ARTICLE 3. CONDITIONS PRECEDENT. This Amendment shall be effective as of the date hereof when each of the following conditions is satisfied: 3.1 This Amendment shall be executed by the Borrowers, the Required Lenders, the Administrative Agent and the Syndication Agent and the Consent and Agreement attached hereto is signed by the Guarantors. 3.2 The U.S. Borrower shall pay to the Administrative Agent, for the pro rata benefit of each Lender based on such Lender's Revolving Commitment plus the outstanding principal balance of its Term Loan, an amendment fee in an amount equal to five (5) basis points on the sum of the Aggregate Revolving Commitments plus the aggregate outstanding principal balance of the Term Loans as of the date hereof. 2 ARTICLE 4. MISCELLANEOUS. 4.1 References in the Credit Agreement or in any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby and as further amended from time to time. 4.2 Except as expressly amended hereby, each Borrower agrees that the Loan Documents are ratified and confirmed and shall remain in full force and effect and that it has no set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. The terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. 4.3 This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be enforceable as originals. [Signatures on the following pages] 3 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. PERRIGO COMPANY By /s/ James R. Ondersma ------------------------------ Name: James R. Ondersma Title: Treasurer AGIS INDUSTRIES (1983) LTD. By /s/ Judy L. Brown ------------------------------ Name: Judy L. Brown Title: Director CHEMAGIS (GERMANY) GmbH By /s/ Holger Faasch ------------------------------ Name: Dr. Holger Faasch Title: Managing Director 4 JPMORGAN CHASE BANK, N.A., as a Lender and as Administrative Agent By /s/ Thomas A. Gamm ------------------------------- Name: Thomas A. Gamm Title: Senior Vice President 5 BANK LEUMI USA, as a Lender and as Syndication Agent By /s/ Avram Keusch ------------------------------- Name: Dr. Avram Keusch Title: Vice President By /s/ Michaela Klein ------------------------------- Name: Michaela Klein, 212 Title: Senior Vice President 6 BANK OF AMERICA, N.A., as a Lender and as Documentation Agent By /s/ Zubin R. Shroff ---------------------------------------- Name: Zubin R. Shroff Title: Vice President 7 LASALLE BANK MIDWEST NATIONAL ASSOCIATION, formerly known as Standard Federal Bank N.A., as a Lender and as Documentation Agent By /s/ Rachel Glupker ------------------------------- Name: Rachel Glupker Title: Assistant Vice President 8 NATIONAL CITY BANK OF THE MIDWEST, as a Lender and as Documentation Agent By /s/ Jason T. Byrd ------------------------------------ Name: Jason T. Byrd Title: Vice President 9 FIFTH THIRD BANK By /s/ Randal Wolffis ------------------------------- Name: Randal Wolffis Title: Vice President 10 HARRIS TRUST AND SAVINGS BANK By /s/ Daniel McAneney ---------------------------- Name: Daniel McAneney Title: Authorized Signatory By /s/ Gwen Evans ---------------------------- Name: Gwen Evans Title: Authorized Signatory 11 COMERICA BANK By /s/ Catherine M. Young ----------------------------- Name: Catherine M. Young Title: Vice President 12 THE NORTHERN TRUST COMPANY By /s/ Rebecca H. Pasquesi ----------------------------- Name: Rebecca H. Pasquesi Title: Vice President 13 CONSENT AND AGREEMENT As of the date and year first above written, each of the undersigned hereby: (a) fully consents to the terms and provisions of the above Amendment and the consummation of the transactions contemplated thereby; (b) agrees that the Guaranty to which it is a party and each other Loan Document to which it is a party are hereby ratified and confirmed and shall remain in full force and effect, acknowledges and agrees that it has no setoff, counterclaim, defense or other claim or dispute with respect the Guaranty to which it is a party and each other Loan Document to which it is a party; and (c) represents and warrants to the Administrative Agent and the Lenders that the execution, delivery and performance of this Consent and Agreement are within its powers, have been duly authorized and are not in contravention of any statute, law or regulation or of any terms of its organizational documents or of any material agreement or undertaking to which it is a party or by which it is bound, and this Consent and Agreement is the legal, valid and binding obligations of it, enforceable against it in accordance with the terms hereof and thereof. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. L. PERRIGO COMPANY By /s/ James R. Ondersma --------------------------------- Name: James R. Ondersma Title: Treasurer PERRIGO COMPANY OF SOUTH CAROLINA, INC. By /s/ James R. Ondersma --------------------------------- Name: James R. Ondersma Title: Treasurer PERRIGO PHARMACEUTICALS COMPANY By /s/ James R. Ondersma --------------------------------- Name: James R. Ondersma Title: Treasurer PERRIGO INTERNATIONAL, INC. By /s/ James R. Ondersma --------------------------------- Name: James R. Ondersma Title: Treasurer PERRIGO INTERNATIONAL HOLDINGS, INC. By /s/ James R. Ondersma --------------------------------- Name: James R. Ondersma Title: Treasurer 14 -----END PRIVACY-ENHANCED MESSAGE-----