-----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, D9LkvwoGvtbuUe4GdmBTA/htdrlyTD1trZH8zsjUgWagxP1oCuHZ7vPRsW6lVUUJ /aO6ZjY7tuACMA7/+FZBuA== 0000950131-98-004836.txt : 19980817 0000950131-98-004836.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950131-98-004836 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DADE BEHRING INC CENTRAL INDEX KEY: 0000942307 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 363949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-90462 FILM NUMBER: 98687932 BUSINESS ADDRESS: STREET 1: 1717 DEERFIELD RD CITY: DEERFIELD STATE: IL ZIP: 60115 BUSINESS PHONE: 7082675400 MAIL ADDRESS: STREET 1: 153 EAST 53RD ST CITY: NEWYORK STATE: NY ZIP: 600150778 FORMER COMPANY: FORMER CONFORMED NAME: DADE INTERNATIONAL INC DATE OF NAME CHANGE: 19950321 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________ FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - ---- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE - ---- SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------- --------------------- Commission file number 333-13523 DADE BEHRING INC. ----------------- (Exact name of Registrant as Specified in its Charter) Delaware 36-3949533 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1717 Deerfield Road Deerfield, Illinois 60015-0778 ------------------- ---------- (Address of Principal Executive Office) (Zip Code) 847-267-5300 ------------ (Registrant's Telephone Number, Including Area Code) Indicate by check X whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during proceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes X No ----------- ------------ The number of shares of the registrant's Common Stock, $.01 par value per share, outstanding as of August 10, 1998, the latest practicable date, was 1,000 shares. Part I. Financial Information Item 1. Financial Statements Dade Behring Inc. Consolidated Balance Sheets
December 31, June 30, (Dollars in millions, except share-related data) 1997 1998 - ------------------------------------------------------------------------------------------------------- (Unaudited) Assets Current assets: Cash and cash equivalents $ 20.5 $ 56.1 Restricted cash 3.7 4.8 Accounts receivable, net 359.6 370.4 Inventories 272.5 268.8 Prepaid expenses and other current assets 11.9 17.6 Deferred income taxes 97.0 96.8 - ------------------------------------------------------------------------------------------------------- Total current assets 765.2 814.5 Property, plant and equipment, net 214.5 232.4 Debt issuance costs, net 37.0 34.1 Goodwill, net 135.6 130.2 Deferred income taxes 286.1 269.8 Other assets 72.0 77.2 - ------------------------------------------------------------------------------------------------------- Total Assets $ 1,510.4 $ 1,558.2 ======================================================================================================= Liabilities and Stockholder's Equity Current liabilities: Current portion of long-term debt $ 3.7 $ 3.7 Short-term debt 54.4 98.3 Accounts payable 89.2 77.2 Accrued liabilities 283.9 268.6 - ------------------------------------------------------------------------------------------------------- Total current liabilities 431.2 447.8 Revolving credit facility - - Long-term debt, less current portion 416.9 415.0 Senior subordinated notes 350.0 350.0 Other liabilities 108.2 107.5 - ------------------------------------------------------------------------------------------------------- Total Liabilities 1,306.3 1,320.3 Commitments and contingencies - - Stockholder's equity: Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding - - Additional paid-in capital 468.4 474.4 Notes receivable on capital contribution (0.7) (0.7) Accumulated deficit (252.9) (225.6) Unrealized loss on marketable equity securities (0.1) (0.2) Cumulative translation adjustment (10.6) (10.0) - ------------------------------------------------------------------------------------------------------- Total Stockholder's Equity 204.1 237.9 - ------------------------------------------------------------------------------------------------------- Total Liabilities and Stockholder's Equity $ 1,510.4 $ 1,558.2 ======================================================================================================= See accompanying notes to consolidated financial statements.
2 Dade Behring Inc. Consolidated Statements of Operations
Three Months Ended Six Months Ended June 30, June 30, (Dollars in millions) 1997 1998 1997 1998 - ------------------------------------------------------------------------------------------------------------------------------ (Unaudited) (Unaudited) Net sales $ 207.5 $ 318.8 $ 408.1 $ 644.7 - ------------------------------------------------------------------------------------------------------------------------------ Operating costs and expenses: Cost of goods sold 104.3 128.5 201.6 259.0 Marketing and administrative expenses 65.3 122.8 133.4 254.0 Research and development expenses 12.1 21.9 23.6 44.5 Goodwill amortization expense 1.4 1.1 2.7 2.7 - ------------------------------------------------------------------------------------------------------------------------------ Income from operations 24.4 44.5 46.8 84.5 - ------------------------------------------------------------------------------------------------------------------------------ Other income (expense) Interest expense, net (21.9) (20.7) (43.3) (40.8) Other (0.6) (0.1) - (0.3) - ------------------------------------------------------------------------------------------------------------------------------ Income before income taxes 1.9 23.7 3.5 43.4 Income tax expense 0.7 8.8 1.3 16.1 - ------------------------------------------------------------------------------------------------------------------------------ Net income $ 1.2 $ 14.9 $ 2.2 $ 27.3 - ------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 3 Dade Behring Inc. Consolidated Statements of Cash Flows
Six Months Ended June 30, (Dollars in millions) 1997 1998 - ----------------------------------------------------------------------------------------------------------- (Unaudited) Operating Activities: Net income $ 2.2 $ 27.3 Adjustments to reconcile net income to net cash provided (utilized) by operating activities: Depreciation and amortization expense 29.4 26.9 Deferred income taxes 2.2 16.5 Stock based compensation expense - 6.0 Changes in balance sheet items: Accounts receivable, net 9.6 (10.2) Inventories (8.6) 4.1 Accounts payable (15.6) (12.2) Accrued liabilities (26.5) (15.4) Other (2.4) 2.8 - ----------------------------------------------------------------------------------------------------------- Net cash flow provided (utilized) by operating activities (9.7) 45.8 - ----------------------------------------------------------------------------------------------------------- Investing Activities: Capital expenditures (24.1) (52.0) - ----------------------------------------------------------------------------------------------------------- Net cash flow utilized by investing activities (24.1) (52.0) - ----------------------------------------------------------------------------------------------------------- Financing Activities: Proceeds from short-term debt, net of repayment 0.8 43.9 Proceeds from revolving credit facility, net of repayments 17.0 - Proceeds from borrowings under bank credit agreement, net of repayments 17.7 (1.9) - ----------------------------------------------------------------------------------------------------------- Net cash flow provided by financing activities 35.5 42.0 - ----------------------------------------------------------------------------------------------------------- Effect of foreign exchange rates on cash (0.3) (0.2) - ----------------------------------------------------------------------------------------------------------- Net increase in cash and cash equivalents 1.4 35.6 Cash and Cash Equivalents: Beginning of Period 3.7 20.5 - ----------------------------------------------------------------------------------------------------------- End of Period $ 5.1 $ 56.1 - -----------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. 4 DADE BEHRING INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions) Note 1. Organization and Business Dade Behring Inc., formerly Dade International Inc., as successor by merger to Dade Acquisition, Inc., (the "Company") was incorporated in Delaware in 1994 to effect the acquisition (the "Dade Acquisition") of the in vitro diagnostics products manufacturing and services businesses and net assets of Baxter Diagnostics, Inc. and certain of its affiliates, from Baxter International Inc. and its affiliates ("Baxter"). The Company develops, manufactures and markets in vitro diagnostic equipment, reagents, consumable supplies and services worldwide. The Company is a wholly-owned subsidiary of Dade Behring Holdings, Inc., formerly Diagnostics Holding Inc. ("Holdings"). Bain Capital, Inc., GS Capital Partners, L.P., an affiliate of the Goldman Sachs Group, L.P., their respective related investors, Hoechst A.G. and certain of its affiliates ("Hoechst") and the management of the Company own substantially all of the capital stock of Holdings. The Dade Acquisition was completed on December 20, 1994, effective as of December 16, 1994, under the terms of the purchase agreement between Baxter and Holdings. Effective May 1, 1996, the Company acquired (the "Chemistry Acquisition") the worldwide in vitro diagnostics business ("Dade Chemistry") of E.I. du Pont de Nemours and Company. The results of operations of Dade Chemistry and the allocation of purchase price to the acquired assets and assumed liabilities, as determined in accordance with the purchase method of accounting, are included in the Company's consolidated financial statements since the effective date of the Chemistry Acquisition. Effective October 1, 1997, Holdings acquired the stock and beneficial interest (the "Stock") of various subsidiaries of Hoechst that operated the worldwide business of the research, development, manufacture, marketing, sale, distribution and service of in vitro diagnostic equipment, reagents, consumable supplies and services ("Behring"). The Stock was contributed to the Company (the "Behring Combination") effective October 1, 1997. The results of operations of Behring and the preliminary allocation of purchase price to the acquired assets and assumed liabilities, as determined in accordance with the purchase method of accounting, are included in the Company's consolidated financial statements since the effective date of the Behring Combination. Note 2. Inventories Inventories of the Company consist of the following (in millions):
December 31, June 30, 1997 1998 ------------------ ------------------ (unaudited) Raw materials $ 59.5 $ 56.6 Work-in-process 64.0 52.8 Finished products 149.0 159.4 ------ ------ Total inventories $272.5 $268.8 ====== ======
5 Note 3. Comprehensive Income Comprehensive income of the Company consists of the following (in millions):
Six months ended June 30 1997 1998 --------------------------- (unaudited) Net income $ 2.2 $27.3 Other comprehensive income (loss) (9.9) 0.5 ----- ----- Total comprehensive income (loss) $(7.7) $27.8 ===== =====
Comprehensive income represents the sum of net income, the change in the cumulative translation adjustment and unrealized loss on marketable securities. Note 4. Bank Credit Agreement The Company renegotiated the terms of its Bank Credit Agreement during the second quarter of 1998. The amended credit agreement provides for an extension of reduced interest rates. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The Company's 1997 Annual Report on Form 10-K contains management's discussion and analysis of the Company's financial condition and results of operations as of and for the year ended December 31, 1997. The following management's discussion and analysis focuses on material changes since that time and should be read in conjunction with the 1997 Annual Report on Form 10-K. Relevant trends that are reasonably likely to be of a material nature are discussed to the extent known. Certain statements included in this document are forward-looking, such as statements relating to estimates of operating and capital expenditure requirements, future revenue and operating income, and cash flow and liquidity. Such forward-looking statements are based on the Company's current expectations and are subject to a number of risks and uncertainties that could cause actual results in the future to differ significantly from results expressed or implied in any forward-looking statements made by, or on behalf of, the Company. These risks and uncertainties include, but are not limited to, uncertainties relating to economic and business conditions, governmental and regulatory policies, and the competitive environment in which the Company operates. These and other risks are discussed in some detail below as well as in other documents filed by the Company with the Securities and Exchange Commission. Comparability - ------------- Because of the inclusion of Behring operations, the Company's unaudited statements of operations and cash flows for the six months ended June 30, 1998 are not comparable with the prior year period. Results of Operations Net Sales - --------- Net sales for the three months ended June 30, 1998 totaled $318.8 million, an increase of $111.3 million or 54% from the comparable period a year ago. This increase was primarily due to the inclusion of Behring sales in the current period. Adverse foreign currency exchange rates reduced sales in the current quarter by $8.7 million. Net sales for the six months ended June 30, 1998 were $644.7 million, an increase of $236.6 million or 58% over the comparable period of 1997. This increase was due to the inclusion of six months of sales from Behring operations in the current period offset partially by the adverse impact of foreign exchange of $19.2 million. Gross Profit - ------------ Gross profit for the three months ended June 30, 1998 was $190.3 million as compared to $103.2 million reported in the comparable period of the prior year. The $87.1 million increase in gross profit in the current quarter was primarily attributable to the increase in net sales discussed above and improved margins. Gross margins for the current quarter increased to 59.7% as compared to 49.7% in the second quarter of 1997. The increase in gross margins is attributable to improved product mix and the realization of cost reductions resulting from the Behring Combination. Gross profit for the six months ended June 30, 1998 totaled $385.7 million as compared to $206.5 million for the first six months of 1997. The $179.2 million increase in gross profit over the comparable period in the prior year was due to the inclusion of six months of results of the Behring Combination during 1998, improved margins resulting from improved product mix and the realization of cost reductions resulting from the Behring Combination. Gross margins for the six months ended June 30, 1998 increased to 59.8% as compared to 50.6% for the comparable period in 1997. Marketing and Administrative Expense - ------------------------------------ Marketing and administrative expense for the quarter totaled $122.8 million, as compared to $65.3 million for the comparable period of 1997. The increase for the three month period ended June 30, 1998 was primarily attributable to the Behring Combination, including approximately $7.0 million of nonrecurring 7 integration costs incurred to integrate the Behring operations into the Company. Additionally, the Company recorded $3.0 million of non-cash stock-based compensation expense in the quarter. Marketing and administrative expense for the six months ended June 30, 1998 totaled $254.0 million as compared to $133.4 million for the first six months of 1997. The $120.6 million increase was primarily attributable to the Behring Combination, including approximately $12.6 million of nonrecurring integration costs and $6.0 million of non-cash stock-based compensation expense. Research and Development Expense - -------------------------------- Research and development expense for the quarter ended June 30, 1998 was $21.9 million, a $9.8 million increase from the comparable period of 1997. For the first six months ended June 30, 1998, research and development expenses totaled $44.5 million as compared to $23.6 million for the first six months of 1997. The increase in research and development expense for the comparable quarter and six month year over year periods is due to the Behring Combination and higher investment in the Dimension and Microscan product lines. Operating Income - ---------------- Income from operations for the quarter ended June 30, 1998 totaled $44.5 million as compared to $24.4 million for the same period last year. The increase is due to higher sales volumes resulting from the inclusion of Behring, improved margins and cost synergies, partially offset by nonrecurring integration costs of $7.0 million and $3.0 million of non-cash stock-based compensation expense. Income from operations for the six months ended June 30, 1998 totaled $84.5 million as compared to $46.8 million for the same period last year. The increase is due to higher sales volume resulting from the Behring Combination, improved margins and cost synergies, partially offset by nonrecurring integration costs of $12.6 million and $6.0 million of non-cash stock-based compensation expense. Other Income (Expense) - ---------------------- For the three month period ended June 30, 1998, net interest expense was $20.7 million, a $1.2 million decrease over the same period 1997. For the six month period ended June 30, 1998, net interest expense was $40.8 million, a $2.5 million decrease over the same period 1997. The decrease in net interest expense for the quarter and the six months ended June 30, 1998 is attributable to lower borrowing rates on the Company's long- term debt, offset partially by an increase in short-term debt. Income Taxes - ------------ The effective tax rate for the quarter and six months ended June 30, 1998 was approximately 37%, which was consistent with the effective rate of 37% recorded for the quarter and six month periods ended June 30, 1997. Net Income - ---------- Net income for the three months ended June 30, 1998 totaled $14.9 million as compared to $1.2 million for the three months ended June 30, 1997. The increase was primarily attributable to the inclusion of three months of Behring operating results and cost synergies realized from the integration of Behring operations into the Company, offset by after-tax nonrecurring integration costs of $4.4 million and an after-tax charge of $1.9 million for non-cash stock-based compensation expense. 8 Net income for the six months ended June 30, 1998 totaled $27.3 million as compared to $2.2 for the six months ended June 30, 1997. The increase was primarily attributed to the inclusion of six months of Behring operations and cost synergies realized from the integration of the Behring operations into the Company, offset by after-tax nonrecurring integration costs of $7.9 million and an after-tax charge of $3.8 million for non-cash stock-based compensation expense. Liquidity and Capital Resources During the second quarter of 1998, working capital increased $18.9 million to $366.7 million. The increase in working capital was caused primarily by a decrease in accrued liabilities related to the payments of accrued restructuring liabilities and lower levels of accrued interest related to the Company's senior subordinated notes, which require semi-annual interest payments. Working capital was also impacted by an increase in receivables resulting from the reestablishment of Behring trade receivables in Spain, which were not acquired in the Behring Combination. The increase in working capital was funded through cash flows from operations. During the six months ended June 30, 1998, working capital increased $32.7 million. This increase was primarily due to lower accrued liabilities related to restructuring reserves and accrued interest, and lower levels of accounts payable due to the timing of payments. Working capital was also impacted by an increase in receivables resulting from the reestablishment of Behring trade receivables in Spain, which were not acquired in the Behring Combination. The increase in working capital was funded through cash flows from operations. Capital expenditures of the Company during the second quarter of 1998 were $31.8 million as compared to $14.3 million in the comparable period last year. The increase is attributable to three months of Behring activity included in the current quarter along with integration related capital spending of $5.0 million. On a current year to date basis, capital expenditures totaled $52.0 million compared to $24.1 million for the similar period in 1997. The year over year increase of $27.9 million is primarily attributable to the inclusion of six months of Behring operations along with integration related capital spending of $5.6 million. Management believes cash flows from operating activities, together with available short-term and revolving credit borrowing capacity under the Company's existing credit agreements, are sufficient to permit the Company to meet its foreseeable financial obligations and fund its operations and planned investments. 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings. The Company is involved in a number of legal proceedings, none of which is expected to have a material adverse effect on the Company's business or financial condition. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. See Index to Exhibits, page X-1. (b) Reports on Form 8-K. None. 10 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DADE BEHRING INC. (Registrant) Date: August 13, 1998 By: /s/ James W. P. Reid-Anderson ---------------- ----------------------------- James W. P. Reid-Anderson Executive Vice President Chief Administrative Officer and Chief Financial Officer (Duly authorized Officer of Registrant) 11 Index to Exhibit 10.1 Fifth Amendment to Credit Agreement dated as of April 30, 1998 among Dade Behring Holdings, Inc., Dade Behring Inc., various lending institutions and Bankers Trust Company, as Agent. 10.2 Sixth Amendment to Credit Agreement dated as of April 30, 1998 among Dade Behring Holdings. Inc., Dade International Inc., various lending institutions and Bankers Trust Company, as Agent. 10.3 Seventh Amendment to Credit Agreement dated as of July 8, 1998 among Dade Behring Holdings, Inc., Dade Behring Inc., various lending institutions and Bankers Trust Company, as Agent. 12 EX-10.1 2 FIFTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.1 FIFTH AMENDMENT TO CREDIT AGREEMENT ----------------------------------- FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 30, 1998, among DADE BEHRING HOLDINGS, INC. ("Holdings"), DADE BEHRING INC. (the "Borrower"), the financial institutions party to the Credit Agreement referred to below (the "Banks") and BANKERS TRUST COMPANY, as Agent (the "Agent") for the Banks. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement. W I T N E S S E T H: - - - - - - - - - - WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a Credit Agreement, dated as of May 7, 1996 and amended and restated as of April 29, 1997 (as amended, modified, restated or supplemented to the date hereof, the "Credit Agreement"); and WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided; NOW, THEREFORE, it is agreed: I. Amendments to Credit Agreement. ------------------------------ 1. Section 4.02(A)(c) of the Credit Agreement is hereby amended by adding at the end thereof the following new sentence: "Notwithstanding anything to the contrary contained above in this Section 4.02(A)(c), only 75% of the Net Proceeds resulting from an Asset Sale permitted under Section 8.02(hh) shall be required to be applied as a mandatory repayment of Term Loans as provided above in this Section 4.02(A)(c)." 2. Section 8.02 of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (ff) thereof, (ii) deleting the period at the end of clause (gg) thereof and inserting a semi-colon in lieu thereof and (iii) inserting at the end thereof the following new clauses (hh) and (ii): "(hh) the Borrower and/or its Subsidiary may sell their controls (TQC) business, provided that the Net Proceeds therefrom are either applied -------- to repay Term Loans as provided in Section 4.02(A)(c) or reinvested to the extent permitted by Section 4.02(A)(c); and (ii) the Borrower and/or its Subsidiaries may sell their desktop chemistry analyzer business." 3. The definition of "Asset Sale" appearing in Section 10 of the Credit Agreement is hereby amended by deleting the text "(cc) and (dd)" appearing at the end thereof and inserting in lieu thereof the text "(cc), (dd) and (ii)". II. Consents and Agreements. ----------------------- 1. Notwithstanding anything to the contrary contained in Sections 7.11 and 8.16 of the Credit Agreement, in the Pledge Agreement, in the First Amendment or in the Second Amendment, the Banks hereby agree that Holdings and its Subsidiaries shall not be required to pledge to the Pledgee under the Pledge Agreement the stock of any Foreign Subsidiary acquired pursuant to the Behring Acquisition and required to be pledged pursuant to the terms of the Pledge Agreement until October 31, 1998. III. Miscellaneous Provisions. ------------------------ 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fifth Amendment Effective Date, both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on and as of the Fifth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Agent. 4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. -2- 5. This Amendment shall become effective on the date (the "Fifth Amendment Effective Date") when each of Holdings, the Borrower and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Agent at its Notice Office. 6. From and after the Fifth Amendment 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. * * * -3- IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written. DADE BEHRING HOLDINGS, INC. By/s/ ------------------------------------- Name: Nancy A. Krejsa Title: Vice President & Treasurer DADE BEHRING INC. By/s/ ------------------------------------- Name: Nancy A. Krejsa Title: Vice President & Treasurer BANKERS TRUST COMPANY, Individually, as Agent and as Collateral Agent By/s/ ------------------------------------- Name: Mary Kay Coyle Title: Managing Director THE BANK OF NOVA SCOTIA By/s/ -------------------------------------- Name: F.C.H. Ashby Title: Senior Manager Loan Operations BANK OF TOKYO-MITSUBISHI TRUST COMPANY By/s/ --------------------------------------- Name: Paul P. Malecki Title: Vice President -4- BANKBOSTON, N.A. By/s/ --------------------------------------- Name: Marie C. Duprey Title Vice President GENERAL ELECTRIC CAPITAL CORPORATION By/s/ --------------------------------------- Name: Holly Kaczmarczyk Title: Duly Authorized Signatory SANWA BUSINESS CREDIT By/s/ --------------------------------------- Name: Stanley Kaminski Title: Vice President ABN AMRO BANK N.V., Chicago Branch By/s/ --------------------------------------- Name: John E. Robertson Title: Vice President By/s/ -------------------------------------- Name: Bernard J. McGulgan Title: Group Vice President & Director CREDIT AGRICOLE INDOSUEZ By/s/ --------------------------------------- Name: David Bouhl, F.V.P. Title: Head of Corporate Banking Chicago -5- By/s/ -------------------------------------- Name: Katherine L. Abbott Title: First Vice President OCTAGON CREDIT INVESTORS LOAN PORTFOLIO, a Unit of The Chase Manhattan Bank By/s/ --------------------------------------- Name: James P. Ferguson Title: Managing Director CITIBANK, N.A. By/s/ --------------------------------------- Name: Steven Kaufman Title: Vice President CRESCENT/MACH I PARTNERS, L.P. By TCW Asset Management Company, its Investment Manager By/s/ --------------------------------------- Name: Justin L. Driscoll Title: Senior Vice President STRATA FUNDING LTD. By/s/ --------------------------------------- Name: John H. Cullinane Title: Director -6- CERES FINANCE LTD. By/s/ --------------------------------------- Name: John H. Cullinane Title: Director AERIES FINANCE LTD. By/s/ --------------------------------------- Name: Andrew Ian Wignall Title: Director CAPTIVA FINANCE LTD. By/s/ --------------------------------------- Name: John H. Cullinane Title: Director CAPTIVA II FINANCE LTD. By/s/ --------------------------------------- Name: John H. Culinane Title: Director CITY NATIONAL BANK By/s/ --------------------------------------- Name: Patrick M. Cassidy Title: Vice President ROYALTON COMPANY, By: Pacific Investment Management Company as its Investment Advisor By: PIMCO Management Inc., a general partner By/s/ --------------------------------------- Name: Richard M. Weil Title: Senior Vice President -7- FIRST NATIONAL BANK OF CHICAGO By/s/ --------------------------------------- Name: Michael A. Basak Title: First Vice President FLOATING RATE PORTFOLIO By: Chancellor LGT - Senior Secured Managment, Inc., as Attorney-in-Fact By/s/ --------------------------------------- Name: Anthony R. Clemente Title: Authorized Signatory KEYPORT LIFE INSURANCE COMPANY By: Stein, Roe & Farnham, as Investment Advisor By/s/ --------------------------------------- Name: Brian G. Good Title: Vice President as Portfolio Manager DAI-ICHI KANGYO BANK LTD. By/s/ --------------------------------------- Name: Sunao Hirata Title: Vice President PRIME INCOME TRUST By/s/ --------------------------------------- Name: Title: -8- MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By/s/ --------------------------------------- Name: Gilles Marchand, CFA Title: Authorized Signatory ML CBO IV (CAYMAN) LTD. By Protective Asset Management Company as Collateral Manager By/s/ --------------------------------------- Name: James Dondero CFA, CPA Title: President Protective Asset Management Company NORTHWESTERN MUTUAL LIFE By/s/ --------------------------------------- Name: John E. Schlifske Title: Vice President PILGRIM AMERICA PRIME RATE TRUST By: PILGRIM AMERICA INVESTMENTS, INC., as its Investment Manager By/s/ --------------------------------------- Name: Michael J. Bacevica Title: Vice President SAKURA BANK LTD. By/s/ --------------------------------------- Name: Yukiharu Sakumoto Title: Joint General Manager -9- SOCIETE GENERALE By/s/ --------------------------------------- Name: John M. Stack Title: Director SOUTHERN PACIFIC BANK By/s/ --------------------------------------- Name: Chris Kelleher Title: Vice President VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST By/s/ --------------------------------------- Name: Jeffrey W. Maillet Title: Senior Vice President & Director IMPERIAL BANK By/s/ --------------------------------------- Name: Ray Vadalma Title: Senior Vice President MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Asset Management L.P., as Investment Advisor By/s/ --------------------------------------- Name: Gilles Marchand, CFA Title: Authorized Signatory -10- SENIOR HIGH INCOME PORTFOLIO, INC. By/s/ --------------------------------------- Name: Title: MERRILL LYNCH DEBT STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management L.P., as Investment Advisor By/s/ --------------------------------------- Name: Gilles Marchand, CFA Title: Authorized Signatory AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., L.P., as Investment Advisor By/s/ --------------------------------------- Name: Fred Berger Title: Chief Financial Officer -11- EX-10.2 3 SIXTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.2 SIXTH AMENDMENT TO CREDIT AGREEMENT ----------------------------------- SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 30, 1998, among DADE BEHRING HOLDINGS, INC. ("Holdings"), DADE BEHRING INC. (the "Borrower"), the financial institutions party to the Credit Agreement referred to below (the "Banks") and BANKERS TRUST COMPANY, as Agent (the "Agent") for the Banks. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement. W I T N E S S E T H: - - - - - - - - - - WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a Credit Agreement, dated as of May 7, 1996 and amended and restated as of April 29, 1997 (as amended, modified, restated or supplemented to the date hereof, the "Credit Agreement"); and WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided; NOW, THEREFORE, it is agreed: I. Amendments to Credit Agreement. ------------------------------ 1. Section 10 of the Credit Agreement is hereby amended by deleting the date "April 30, 1998" appearing in the definitions of "Applicable Base Rate Margin" and "Applicable Eurodollar Margin" and by inserting in lieu thereof the date "October 31, 1998." II. Miscellaneous Provisions. ------------------------ 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Sixth Amendment Effective Date, both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on and as of the Sixth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Sixth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Agent. 4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 5. This Amendment shall become effective as of April 30, 1998 on the date (the "Sixth Amendment Effective Date") when each of Holdings, the Borrower and the Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Agent at its Notice Office. 6. From and after the Sixth Amendment 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 amended hereby. * * * -2- IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written. DADE BEHRING HOLDINGS, INC. By/s/ --------------------------------------- Name: Nancy A. Krejsa Title: Vice President & Treasurer DADE BEHRING INC. By/s/ --------------------------------------- Name: Nancy A. Krejsa Title: Vice President & Treasurer BANKERS TRUST COMPANY, Individually, as Agent and as Collateral Agent By/s/ --------------------------------------- Name: Anthony LoGrippo Title: Vice President THE BANK OF NOVA SCOTIA By/s/ -------------------------------------- Name: F.C.H. Ashby Title: Senior Manager Loan Operations BANK OF TOKYO-MITSUBISHI TRUST COMPANY By/s/ --------------------------------------- Name: Paul P. Malecki Title: Vice President -3- BANKBOSTON, N.A. By/s/ --------------------------------------- Name: Marie C. Duprey Title Vice President GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ --------------------------------------- Name: Holly Kaczmarczyk Title: Duly Authorized Signatory SANWA BUSINESS CREDIT By/s/ --------------------------------------- Name: Stanley Kaminski Title: Vice President ABN AMRO BANK N.V., Chicago Branch By/s/ --------------------------------------- Name: John E. Robertson Title: Vice President By/s/ --------------------------------------- Name: Bernard J. McGulgan Title: Group Vice President & Director CREDIT AGRICOLE INDOSUEZ By/s/ --------------------------------------- Name: David Bouhl, F.V.P. Title: Head of Corporate Banking Chicago -4- By/s/ --------------------------------------- Name: Katherine L. Abbott Title: First Vice President OCTAGON LOAN TRUST By: Octagon Credit Investors, its Manager By/s/ --------------------------------------- Name: James P. Ferguson Title: Managing Director CITIBANK, N.A. By/s/ --------------------------------------- Name: Steven Kaufman Title: Vice President CRESCENT/MACH I PARTNERS, L.P. By TCW Asset Management Company, its Investment Manager By/s/ --------------------------------------- Name: Title: STRATA FUNDING LTD. By/s/ --------------------------------------- Name: John H. Cullinane Title: Director CERES FINANCE LTD. By/s/ --------------------------------------- Name: John H. Cullinane Title: Director -5- AERIES FINANCE LTD. By/s/ --------------------------------------- Name: Andrew Ian Wignall Title: Director CAPTIVA FINANCE LTD. By/s/ --------------------------------------- Name: John H. Cullinane Title: Director CAPTIVA II FINANCE LTD. By/s/ --------------------------------------- Name: John H. Culinane Title: Director CITY NATIONAL BANK By/s/ --------------------------------------- Name: Patrick M. Cassidy Title: Vice President ROYALTON COMPANY, By Pacific Investment Management Company as its Investment Advisor By: PIMCO Management Inc., a general partner By/s/ --------------------------------------- Name: Richard M. Weil Title: Senior Vice President -6- FIRST NATIONAL BANK OF CHICAGO By/s/ --------------------------------------- Name: Michael A. Basak Title: First Vice President FLOATING RATE PORTFOLIO By: Chancellor LGT - Senior Secured Managment, Inc., as Attorney-in-Fact By/s/ --------------------------------------- Name: Anthony R. Clemente Title: Authorized Signatory KEYPORT LIFE INSURANCE COMPANY By: Stein, Roe & Farnham, as Investment Advisor By/s/ --------------------------------------- Name: Brian G. Good Title: Vice President as Portfolio Manager DAI-ICHI KANGYO BANK LTD. By/s/ --------------------------------------- Name: Sunao Hirata Title: Vice President PRIME INCOME TRUST By/s/ --------------------------------------- Name: Title: -7- THE FUJI BANK, LIMITED By/s/ --------------------------------------- Name: Peter L. Chinnici Title: Joint General Manager MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By/s/ --------------------------------------- Name: Gilles Marchand, CFA Title: Authorized Signatory ML CBO IV (CAYMAN) LTD. By Protective Asset Management Company as Collateral Manager By/s/ --------------------------------------- Name: James Dondero CFA, CPA Title: President Protective Asset Management Company NORTHWESTERN MUTUAL LIFE By/s/ --------------------------------------- Name: Title: PILGRIM AMERICA PRIME RATE TRUST By: PILGRIM AMERICA INVESTMENTS, INC., as its Investment Manager By/s/ --------------------------------------- Name: Michael J. Bacevica Title: Vice President -8- SAKURA BANK LTD. By/s/ --------------------------------------- Name: Yukiharu Sakumoto Title: Joint General Manager SOCIETE GENERALE By/s/ --------------------------------------- Name: John M. Stack Title: Director SOUTHERN PACIFIC BANK By/s/ --------------------------------------- Name: Chris Kelleher Title: Vice President VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST By/s/ --------------------------------------- Name: Jeffrey W. Maillet Title: Senior Vice President & Director IMPERIAL BANK By/s/ --------------------------------------- Name: Ray Vadalma Title: Senior Vice President MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Asset Management L.P., as Investment Advisor -9- By/s/ --------------------------------------- Name: Gilles Marchand, CFA Title: Authorized Signatory SENIOR HIGH INCOME PORTFOLIO, INC. By/s/ --------------------------------------- Name: Title: MERRILL LYNCH DEBT STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management L.P., as Investment Advisor By/s/ --------------------------------------- Name: Gilles Marchand, CFA Title: Authorized Signatory AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., L.P., as Investment Advisor By/s/ --------------------------------------- Name: Fred Berger Title: Chief Financial Officer -10- EX-10.3 4 SEVENTH AMENDMENT TO CREDIT AGREEMENT Exhibit 10.3 SEVENTH AMENDMENT TO CREDIT AGREEMENT ------------------------------------- SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of July 8, 1998, among DADE BEHRING HOLDINGS, INC. ("Holdings"), DADE BEHRING INC. (the "Borrower"), the financial institutions party to the Credit Agreement referred to below (the "Banks") and BANKERS TRUST COMPANY, as Agent (the "Agent") for the Banks. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement. W I T N E S S E T H: - - - - - - - - - - WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a Credit Agreement, dated as of May 7, 1996 and amended and restated as of April 29, 1997 (as amended, modified, restated or supplemented to the date hereof, the "Credit Agreement"); and WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided; NOW, THEREFORE, it is agreed: I. Amendments to Credit Agreement. ------------------------------ 1. Section 4.02(A)(c) of the Credit Agreement is hereby amended by deleting the amount "$8,000,000" appearing in the first proviso to said Section and inserting the amount "$25,000,000" in lieu thereof. 2. Section 8.02(p) of the Credit Agreement is hereby amended by deleting the amount "$8,000,000" appearing in said Section and inserting the amount $25,000,000" in lieu thereof. II. Miscellaneous Provisions. ------------------------ 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Seventh Amendment Effective Date, both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on and as of the Seventh Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Seventh Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Agent. 4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 5. This Amendment shall become effective as of July 8, 1998 on the date (the "Seventh Amendment Effective Date") when each of Holdings, the Borrower and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Agent at its Notice Office. 6. From and after the Seventh Amendment 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 amended hereby. * * * -2- IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written. DADE BEHRING HOLDINGS, INC. By/s/ -------------------------------------- Name: Nancy A. Krejsa Title: Vice President & Treasurer DADE BEHRING INC. By/s/ -------------------------------------- Name: Nancy A. Krejsa Title: Vice President & Treasurer BANKERS TRUST COMPANY, Individually, as Agent and as Collateral Agent By/s/ -------------------------------------- Name: Mary Kay Coyle Title: Managing Director THE BANK OF NOVA SCOTIA By/s/ -------------------------------------- Name: F.C.H. Ashby Title: Senior Manager Loan Operations BANK OF TOKYO-MITSUBISHI TRUST COMPANY By/s/ -------------------------------------- Name: Peter Stearn Title: Vice President -3- BANKBOSTON, N.A. By/s/ -------------------------------------- Name: Marie C. Duprey Title Vice President GENERAL ELECTRIC CAPITAL CORPORATION By/s/ -------------------------------------- Name: Holly Kaczmarczyk Title: Duly Authorized Signatory SANWA BUSINESS CREDIT CORPORATION By/s/ -------------------------------------- Name: Michael J. Cox Title: First Vice President ABN AMRO BANK N.V., Chicago Branch By/s/ -------------------------------------- Name: John E. Robertson Title: Vice President By/s/ -------------------------------------- Name: Mary L. Honda Title: Vice President AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., L.P., as Investment Advisor -4- By/s/ -------------------------------------- Name: Jeffrey H. Aronson Title: Managing Director CITIBANK, N.A. By/s/ -------------------------------------- Name: Steven Kaufman Title: Vice President CITY NATIONAL BANK By/s/ -------------------------------------- Name: Scott Kelley Title: Vice President CREDIT AGRICOLE INDOSUEZ By/s/ -------------------------------------- Name: David Bouhl, F.V.P. Title: Head of Corporate Banking Chicago By/s/ -------------------------------------- Name: Katherine L. Abbott Title: First Vice President OCTAGON CREDIT INVESTORS LOAN PORTFOLIO, a Unit of The Chase Manhattan Bank By/s/ -------------------------------------- Name: James P. Ferguson Title: Managing Director -5- CRESCENT/MACH I PARTNERS, L.P. By TCW Asset Management Company, its Investment Manager By/s/ -------------------------------------- Name: Justin L. Driscoll Title: Senior Vice President STRATA FUNDING LTD. By/s/ -------------------------------------- Name: John H. Cullinane Title: Director CERES FINANCE LTD. By/s/ -------------------------------------- Name: John H. Cullinane Title: Director AERIES FINANCE LTD. By/s/ -------------------------------------- Name: Andrew Ian Wignall Title: Director CAPTIVA FINANCE LTD. By/s/ -------------------------------------- Name: John H. Cullinane Title: Director CAPTIVA II FINANCE LTD. By/s/ -------------------------------------- Name: John H. Culinane Title: Director -6- CITY NATIONAL BANK By/s/ -------------------------------------- Name: Scott Kelley Title: Vice President CREDIT AGRICOLE INDOSUEZ By/s/ -------------------------------------- Name: Katherine L. Abbott Title: First Vice President By/s/ -------------------------------------- Name: David Bouhl, F.V.P. Title: Head of Corporate Banking Chicago CRESCENT/MACH I PARTNERS, L.P. By TCW Asset Management Company, its Investment Manager By/s/ -------------------------------------- Name: Title: DAI-ICHI KANGYO BANK LTD. By/s/ -------------------------------------- Name: Sunao Hirata Title: Vice President -7- FIRST NATIONAL BANK OF CHICAGO By/s/ -------------------------------------- Name: Christopher Cavaiani Title: Vice President THE FUJI BANK, LIMITED By/s/ -------------------------------------- Name: Tetsuo Kamatsu (K-219) Title: Joint General Manager GT GLOBAL FLOATING RATE FUND By/s/ -------------------------------------- Name: Title: IMPERIAL BANK By/s/ -------------------------------------- Name: R. Vadalma Title: Senior Vice President KEYPORT LIFE INSURANCE COMPANY By: Stein, Roe & Farnham, as Investment Advisor By/s/ -------------------------------------- Name: Brian G. Good Title: Vice President & Portfolio Manager MERRILL LYNCH DEBT STRATEGIES PORTFOLIO By/s/ -------------------------------------- Name: Title: -8- MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Asset Management L.P., as Investment Advisor By/s/ -------------------------------------- Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By/s/ -------------------------------------- Name: Title: ML CBO IV (CAYMAN) LTD. By: Protective Asset Management Company, as Collateral Manager By/s/ -------------------------------------- Name: Title: OCTAGON LOAN TRUST By: Octagon Credit Investors, its Manager By/s/ -------------------------------------- Name: James P. Ferguson Title: Managing Director -9- PILGRIM AMERICA PRIME RATE TRUST By: PILGRIM AMERICA INVESTMENTS, INC., as its Investment Manager By/s/ -------------------------------------- Name: Jeffrey A. Bakalar Title: Vice President MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By/s/ -------------------------------------- Name: Peter Gewirtz Title: Authorized Signatory SAKURA BANK LTD. By/s/ -------------------------------------- Name: Brian G. Good Title: Vice President & Portfolio Manager ROYALTON COMPANY, By: Pacific Investment Management Company, as its Investment Advisor By: PIMCO Management inc., as general partner By/s/ -------------------------------------- Name: Title: SOCIETE GENERALES By/s/ -------------------------------------- Name: John M. Stack Title: Director -10- SOUTHERN PACIFIC BANK By/s/ -------------------------------------- Name: Title: AERIES FINANCE LTD. By/s/ -------------------------------------- Name: Andrew Ian Wignall Title: Director CAPTIVA FINANCE LTD. By/s/ -------------------------------------- Name: David Egglishaw Title: Director CAPTIVA II FINANCE LTD. By/s/ -------------------------------------- Name: David Egglishaw Title: Director CERES FINANCE LTD. By/s/ -------------------------------------- Name: David Egglishaw Title: Director STRATA FUNDING LTD. By/s/ -------------------------------------- Name: David Egglishaw Title: Director -11- VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST By/s/ -------------------------------------- Name: Jeffrey W. Maillet Title: Senior Vice President & Director -12- EX-27 5 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from Dade Behring, Inc. and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS 6-MOS DEC-31-1998 DEC-31-1998 APR-01-1998 JAN-01-1998 JUN-30-1998 JUN-30-1998 56,100 56,100 0 0 370,400 370,400 0 0 268,800 268,800 814,500 814,500 232,400 232,400 0 0 1,558,200 1,558,200 447,800 447,800 350,000 350,000 0 0 0 0 0 0 237,900 237,900 1,558,200 1,558,200 318,800 644,700 318,800 644,700 128,500 259,000 274,300 560,200 100 300 0 0 20,700 40,800 23,700 43,400 8,800 16,100 14,900 27,300 0 0 0 0 0 0 14,900 27,300 0 0 0 0
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