Exhibit 10A
AMENDMENT OF NOTE PURCHASE AGREEMENTS
This Amendment of Note Purchase Agreements (the "Amendment") is made
as of this 29th day of September, 2000 by and among Allstate Life Insurance
Company, Employers Insurance of Wausau A Mutual Company, State Farm Life
Insurance Company and Nationwide Mutual Fire Insurance Company (herein
collectively the "Purchasers") and Haemonetics Corporation, a Massachusetts
corporation (the "Company"). Capitalized words used as defined terms
herein and not otherwise defined shall have the meaning ascribed thereto in
the Note Purchase Agreements (as defined below).
WITNESSETH
WHEREAS, the Purchasers and the Company have entered into separate
and several Note Purchase Agreements each dated as of October 15, 1997 (the
"Note Purchase Agreements") relating to the issuance by the Company of
$40,000,000 in aggregate principal amount of its 7.05% Senior Notes due
October 15, 2007;
WHEREAS, on or about September 15, 2000 the Company acquired all of
the capital stock of Transfusion Technologies Corporation, a Delaware
corporation ("TTC"), which it did not previously own;
WHEREAS, in connection with such acquisition of TTC stock, certain
purchase accounting adjustments to the financial statements of TTC will be
required under GAAP and, prior to said acquisition, TTC recognized losses
which, in accordance with GAAP, were not reflected on the Company's
financial statements; and
WHEREAS, Section 10.1 of the Note Purchase Agreement provides that
the Company will at all times keep and maintain a minimum amount of
Consolidated Stockholder's Equity and Section 10.5 of the Note Purchase
Agreements provides that the Company will not make Restricted Payments
unless in compliance with certain financial tests.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Purchasers and the Company
hereby agree as follows:
1. Amendments to the Note Purchase Agreements. The parties hereto
hereby amend the Note Purchase Agreements, effective as of September 30,
2000, as follows:
(a) Section 10.1 is hereby amended by deleting the same in
its entirety and inserting in lieu thereof the following:
"Section 10.1. Consolidated Stockholders' Equity. The
company will at all times keep and maintain Consolidated
Stockholders' Equity at an amount not less than the lesser of
(i) $180,000,000 (One Hundred and Eighty Million Dollars) plus
25% of Consolidated Net Income determined on a cumulative basis
for the period commencing October 1, 2000 and ending as of the
end of the quarter immediately preceding the date of
determination, and (ii) $200,000,000 (Two Hundred Million
Dollars)."
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(b) Section 10.5(a) is hereby amended by adding at the end
thereof the following:
"; plus
(iv) an amount equal to the TTC Adjustment Amount."
(c) Schedule B to the Note Purchase Agreements is hereby
further amended by adding after the definition of Swaps, the
following:
"TTC Adjustment Amount" means a positive amount equal to
the negative impact on the stock accounts, additional paid in
capital and surplus and retained earnings of Transfusion
Technologies Corporation, a Delaware corporation ("TTC"),
resulting from the Company's acquisition on or about September
15, 2000 of the equity interest in TTC not previously owned by
the Company, plus, a positive amount equal to 50% of the
negative impact that TTC's results of operations prior to
September 15, 2000 had on the Company's Consolidated Net
Income.
2. Representations, Warranties and Covenants of the Company. To
induce the Purchasers to enter into this Amendment, the Company hereby
represents, warrants and covenants to the Purchasers as follows:
(a) The representations and warranties of the Company
contained in the Note Purchase Agreements were true and correct when
made and are true and correct at and as of the date hereof, except
that all representations and warranties that expressly related to
specific financial statements of the Company are deemed to be made
herein with respect to the financial statements of the Company as of
and for the period ended June 30, 2000, copies of which have been
delivered to the Purchasers.
(b) There exists no Default or Event of Default, after giving
effect to the Amendments contemplated hereby, under the Note Purchase
Agreements or the Notes.
(c) The Company has not, directly or indirectly, paid or
caused to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or granted any security, to
any holder of the Notes as consideration for or as an inducement to
the entering into this Amendment.
3. Effect of Amendment. The Amendment set forth herein shall be
limited precisely as written and shall not be deemed a amendment or
modification of any other term or condition of the Note Purchase Agreements
or to be a consent to any future amendment of any provision thereof.
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4. Note Purchase Agreements and Notes Ratified. This Amendment
shall be construed in connection with each of the Note Purchase Agreements,
and except as expressly modified by this Amendment, all terms, conditions
and covenants contained in the Note Purchase Agreements and Notes are
hereby ratified and shall be and remain in full force and effect.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original but all of which together
shall constitute one instrument.
6. Governing Law. This Amendment shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the
law of the State of Illinois.
* * * * * * * * * * * *
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The foregoing amendment is hereby accepted and agreed to as of the
date first written above.
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Ronald Mendel
-------------------------
By: /s/ Patricia W. Wilson
-------------------------
NATIONWIDE INDEMNITY COMPANY
(AS SUCCESSOR TO EMPLOYERS INSURANCE
OF WAUSAU A MUTUAL COMPANY)
By: /s/ Mark W. Poeppelman
-------------------------
STATE FARM LIFE INSURANCE COMPANY
By:__________________________
By:__________________________
NATIONWIDE MUTUAL
FIRE INSURANCE COMPANY
By: /s/ Mark W. Poeppelman
-------------------------
HAEMONETICS CORPORATION
By:___________________________
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