EXHIBIT 10(j)
FIRST AMENDMENT TO CREDIT AGREEMENT
This Amendment, dated as of June 29, 2000, is made by and among
INNOVEX, INC., a Minnesota corporation (the "Borrower"), each of the banks
appearing on the signature pages hereof, together with such other banks as may
from time to time become a party to the Credit Agreement (defined below)
pursuant to the terms and conditions of Article VIII of the Credit Agreement
(herein collectively called the "Banks" and individually each called a "Bank"),
and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking
association, in its separate capacity as administrative agent for itself and all
other Banks (in such capacity, the "Agent").
Recitals
A. The Borrower, the Banks and the Agent have entered into a Credit
Agreement dated as of September 15, 1999 (as the same may hereafter be amended
or restated from time to time, the "Credit Agreement").
B. The Borrower has requested that the Banks and the Agent, among other
things, amend the financial covenant contained in Section 5.9 of the Credit
Agreement.
C. The Banks and the Agent are willing to grant the Borrower's requests
subject to the terms and conditions set forth below.
ACCORDINGLY, in consideration of the premises and for other good and
valuable consideration, the Borrower, the Banks and the Agent agree as follows:
1. All capitalized terms used in this Amendment and not otherwise
specifically defined in this Amendment shall have the meanings given such terms
in the Credit Agreement.
2. SECTION 1.1 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING NEW DEFINITION OF "FIRST AMENDMENT" IN THE APPROPRIATE ALPHABETICAL
LOCATION:
"'Applicable Margin Adjustment Date' means (i) as to any change in the
applicable Margin which will result in a reduction in such applicable
Margin, the first day of the first month following the date on which
the Agent and the Banks shall have received the financial statements
relating to the last day of the relevant fiscal quarter pursuant to
Section 5.1(b), or (ii) as to any change in the applicable Margin which
will result in an increase in such applicable Margin, the first day of
the second month following the date on which the Agent and the Banks
shall have received the financial statements relating to the last day
of the relevant fiscal quarter pursuant to Section 5.1(b)."
"'First Amendment' means the First Amendment to Credit Agreement, dated
as of June 29, 2000, by and among the Borrower, the Banks and the
Agent."
"'Operating Lease' means, with respect to any Person, any lease of
such Person, as lessee, other than leases of such Person which, in
accordance with GAAP, would be classified as capitalized leases."
3. SECTION 1.1 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY AMENDING
THE EXISTING DEFINITIONS OF "CASH FLOW AVAILABLE FOR INTEREST", "COVENANT
COMPUTATION PERIOD", "INTEREST COVERAGE RATIO", "MARGIN", "NET INCOME",
"NON-CASH CHARGES" AND "PRE-TAX EARNINGS" TO READ AS FOLLOWS:
"'Cash Flow Available for Interest' of any Person means, with respect
to the applicable Covenant Computation Period, such Person's Pre-Tax
Earnings, plus such Person's Interest Expense, plus such Person's
rental expense with respect to Operating Leases."
"'Covenant Computation Period' means the four (4) consecutive fiscal
quarters ending on a Covenant Computation Date; provided, however, as
to the Interest Coverage Ratio only, with respect to the specific
Covenant Computation Dates set forth below, the applicable Covenant
Computation Period shall be the period set forth opposite such date
below:
Covenant Computation Date Covenant Computation Period
------------------------- ---------------------------
June 30, 2000 April 1, 2000 through June 30, 2000
September 30, 2000 April 1, 2000 through September 30, 2000
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<PAGE>
December 31, 2000 January 1, 2000 through December 31, 2000"
"'Interest Coverage Ratio' of any Person means, with respect
to the applicable Covenant Computation Period, the ratio of (a) such
Person's Cash Flow Available for Interest to (b) such Person's Interest
Expense plus such Person's rental expense with respect to Operating
Leases."
"'Margin' means, with respect to computation of the applicable
interest rate on Fundings under a Facility, the increment payable by
the Borrower with respect thereto, as set forth and described in the
table below, calculated according to the Borrower's then applicable
Status; provided, however, that (i) notwithstanding the table set forth
below, during the period from the Closing Date through March 31, 2000,
the applicable Margin on Fundings under the Revolving Facility shall be
0% for Floating Rate Advances and shall be 1.25% for Eurodollar Rate
Advances, (ii) notwithstanding the table set forth below, during the
period from the Closing Date through March 31, 2000, the applicable
Margin on Fundings under the Term Facility shall be 0% for Floating
Rate Advances and shall be 1.25% for Eurodollar Rate Advances, and
(iii) at all times from and after April 1, 2000, any adjustment in the
applicable Margin shall not become effective until the Applicable
Margin Adjustment Date. If financial statements of the Borrower
necessary to establish the appropriate Margin hereunder are not
received by the Agent and the Banks with respect to the relevant fiscal
quarter on or prior to the date required pursuant to Section 5.1(b)
hereof, the applicable Margin shall be determined as if Level IV Status
were in effect and such Level IV Status shall remain in effect until
the Applicable Margin Adjustment Date following the date on which the
required financial statements are received by the Agent and the Banks.
<TABLE>
<CAPTION>
MARGIN FOR MARGIN FOR
REVOLVING FACILITY FUNDINGS AT ALL TIMES REVOLVING FACILITY FUNDINGS AT ALL
OTHER THAN FROM JULY 1, 2000 THROUGH THE TIMES FROM JULY 1, 2000 THROUGH THE
APPLICABLE MARGIN ADJUSTMENT DATE FOR APPLICABLE MARGIN ADJUSTMENT DATE FOR
QUARTER ENDED DECEMBER 31, 2000 QUARTER ENDED DECEMBER 31, 2000
Floating Rate Eurodollar Rate Floating Rate Eurodollar Rate
<S> <C> <C> <C> <C>
Level I Status 0% 1.25% 1.00% 2.25%
Level II Status 0% 1.50% 1.00% 2.50%
Level III Status 0% 1.75% 1.00% 2.75%
Level IV Status .25% 2.00% 1.25% 3.00%
<CAPTION>
MARGIN FOR MARGIN FOR
TERM FACILITY FUNDINGS AT ALL TIMES TERM FACILITY FUNDINGS AT ALL TIMES
OTHER THAN FROM JULY 1, 2000 THROUGH THE FROM JULY 1, 2000 THROUGH THE
APPLICABLE MARGIN ADJUSTMENT DATE FOR APPLICABLE MARGIN ADJUSTMENT DATE FOR
QUARTER ENDED DECEMBER 31, 2000 THE QUARTER ENDED DECEMBER 31, 2000
Floating Rate Eurodollar Rate Floating Rate Eurodollar Rate
<S> <C> <C> <C> <C>
Level I Status 0% 1.25% 1.00% 2.25%
Level II Status 0% 1.50% 1.00% 2.50%
Level III Status 0% 1.75% 1.00% 2.75%
Level IV Status .25% 2.00% 1.25% 3.00%
</TABLE>
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<PAGE>
"'Net Income' of a Person means, with respect to the
applicable Covenant Computation Period, such Person's after-tax net
income as determined in accordance with GAAP."
"'Non-Cash Charges' of a Person means, with respect to the
applicable Covenant Computation Period, such Person's depreciation,
amortization and deferred taxes which have the effect of reducing
Pre-Tax Earnings or Net Income, as the case may be, all as determined
with accordance with GAAP."
"'Pre-Tax Earnings' of any Person means, with respect to the
applicable Covenant Computation Period, such Person's Net Income, plus
any provision for income taxes, less any extraordinary income claimed
or earned by such Person (in the case of the Borrower and its
Subsidiaries, including, without limitation, any extraordinary income
claimed or earned as a result of any reversal of any restructuring
charges, costs or expenses), all as determined in accordance with GAAP;
provided, however, for purposes of determining the Borrower's
compliance with Section 5.10 from the date of the First Amendment
through the Covenant Computation Period ending on September 30, 2000,
with respect to the Borrower's fiscal quarters ended on September 30,
1999 and December 31, 1999 any extraordinary or non-cash loss or
expense paid or incurred by the Borrower in such two fiscal quarters
shall be added to "Pre-Tax Earnings" to the same extent (and only to
the same extent) such amounts have previously been included in Pre-Tax
Earnings by the Borrower in connection with determining the Borrower's
compliance with Section 5.10."
4. SECTION 2.12(d) OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"(d) The Borrower agrees to pay to the Agent and/or any Bank,
on written demand from the Agent and/or any Bank, fees charged by the
Agent and/or any Bank in connection with any audits or inspections by
the Agent and/or any Bank (or by the employees, agents, consultants or
auditors of the Agent and/or any Bank) of any Collateral or the
operations or businesses of the Borrower and/or its Subsidiaries,
whether conducted at the premises of the Borrower and/or its
Subsidiaries or at the premises of the Agent and/or any Bank, together
with actual out-of-pocket costs and expenses incurred in conducting any
such audit or inspection."
5. SECTION 5.1(b) OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"(b) as soon as available and in any event within twenty (20)
days after the end of each fiscal month of the Borrower, an
unaudited/internal balance sheet and statement of income, cash flow and
retained earnings of the Borrower and its Subsidiaries as at the end of
and for such month and for the year-to-date period then ended, prepared
on a consolidated and consolidating basis, in reasonable detail and the
figures for the corresponding date and periods in the previous year,
all prepared in accordance with GAAP hereof, subject to year-end audit
adjustments; and accompanied by a certificate of the chief financial
officer of the Borrower, substantially in the form of Exhibit A to the
First Amendment, stating (i) that such financial statements have been
prepared in accordance with GAAP, subject to year-end audit
adjustments, (ii) whether or not such officer has knowledge of the
occurrence of any Default or Event of Default hereunder not theretofore
reported and remedied and, if so, stating in reasonable detail the
facts with respect thereto, and (iii) with respect to each such
month-end which is also a Covenant Computation Date, all relevant facts
in reasonable detail to evidence, and the computations as to (A) the
Status of the Borrower for purposes of establishing the appropriate
Margins and Commitment Fee Percentage and (B) whether or not the
Borrower is in compliance with the requirements set forth in Sections
5.9, 5.10, 5.11, 5.12 and 6.12;"
6. SECTION 5.1(c) OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"(c) not later than thirty (30) days prior to the beginning of
each fiscal year of the Borrower, the projected balance sheets, income
statements, Capital Expenditures budget, Operating Lease budget and
cash flow statements for the Borrower and its Subsidiaries for each
month of such year, each in reasonable detail, representing the good
faith projections of the Borrower for each such month, and certified by
the Borrower's chief financial officer as being the most accurate
projections available and identical to the projections used by the
Borrower for internal planning purposes, together with such supporting
schedules and information as the Agent from time to time may reasonably
request;"
7. SECTION 5.1(k) OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"(k) promptly following request from the Agent or any Bank,
copies of any credit agreements, leases or other documents or
agreements to which the Borrower and/or any of its Subsidiaries is
party and/or such other information respecting the financial conditions
and results of operation of the Borrower and/or its Subsidiaries as the
Agent or any Bank may from time to time request."
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<PAGE>
8. SECTION 5.9 OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"Section 5.9 Interest Coverage Ratio. As of each Covenant
Computation Date, the Borrower will maintain its Interest Coverage
Ratio at not less than the ratio set forth below opposite the
applicable Covenant Computation Date set forth below:
Applicable Covenant Minimum Interest Coverage
Computation Date Ratio
---------------- -----
June 30, 2000 1.25 to 1.00
September 30, 2000 and each subsequent Covenant
Computation Date 1.65 to 1.00
9. SECTION 5.10 OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"Section 5.10 Leverage Ratio. As of each Covenant Computation
Date, the Borrower will maintain its Leverage Ratio at not more than
3.00 to 1.00."
10. ARTICLE V OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING NEW SECTION 5.12 IMMEDIATELY FOLLOWING SECTION 5.11:
"Section 5.12. Profitability. As of each Covenant Computation
Date, the Borrower will have achieved, for its fiscal quarter ended on
such Covenant Computation Date, Net Income for such fiscal quarter,
less any extraordinary income claimed or earned during such fiscal
quarter (including, without limitation, any extraordinary income
claimed or earned by the Borrower and/or its Subsidiaries as a result
of any reversal of any restructuring charges, costs or expenses), in an
amount equal to or greater than $1."
11. SECTION 6.1(a) OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"(a) pledges, liens, security interests and assignments (but
not any mortgages, deeds of trust or other similar encumbrances on real
property) in existence on the date hereof and listed in Schedule 6.1;"
12. SECTION 6.1(g) OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"(g) purchase money liens or security interests in equipment
(but not in real property or inventory), including conditional sale
agreements or other title retention agreements and leases which are in
the nature of title retention agreements, upon or in equipment acquired
after the Closing Date by the Borrower or its Subsidiaries, or purchase
money liens or security interests existing in equipment (but not in
real property or inventory) at the time of the acquisition thereof,
provided that:
(i) no such purchase money lien or security interest
extends or shall extend to or cover any equipment of the
Borrower or any of its Subsidiaries other than the equipment
then being acquired;
(ii) the aggregate principal amount of the
indebtedness secured by any such purchase money lien or
security interest shall not exceed the cost of such equipment
so acquired in connection therewith; and
(iii) the aggregate amount of the indebtedness
secured by all such purchase money liens and security
interests shall not exceed the amount of indebtedness
permitted by Section 6.2(d);"
13. SECTION 6.2 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING
THE WORD "AND" AT THE END OF SECTION 6.2(b) AND BY REPLACING EXISTING SECTION
6.2(c) WITH THE FOLLOWING NEW SECTIONS 6.2(c) AND 6.2(d):
"(c) Capitalized Lease Liabilities, subject to the limitations
set forth in Section 6.12; and
(d) indebtedness of the Borrower or its Subsidiaries secured
by purchase money liens or security interests permitted by Section
6.2(g) up to a maximum principal amount of such indebtedness
outstanding at any time not to exceed $2,000,000."
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<PAGE>
14. SECTION 6.5 OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"Section 6.5. Restricted Payments. The Borrower will not
declare or pay any dividends on any shares of any class of stock of the
Borrower, or directly or indirectly apply any assets to the redemption,
retirement, purchase or other acquisition of any shares of any class of
stock of the Borrower."
15. SECTION 6.12 OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"Section 6.12. Limitation on Capital Expenditures and
Operating Leases. The Borrower will not, and will not permit any of its
Subsidiaries to, make or become obligated to make any Capital
Expenditure (including, without limitation, Capitalized Lease
Liabilities) during any given fiscal year of the Borrower or enter into
or become obligated to enter into any Operating Lease during any given
fiscal year of the Borrower, if, after making or becoming obligated to
make such Capital Expenditure (including, without limitation,
Capitalized Lease Liabilities) or after entering into or becoming
obligated to enter into such Operating Lease, the sum of (a) the
aggregate amount of all such Capital Expenditures (including, without
limitation, all Capitalized Lease Liabilities) which the Borrower
and/or its Subsidiaries have made or have become obligated to make in
such fiscal year, plus (b) the aggregate amount of all payments to be
made under all Operating Leases (for the entire life of all such
Operating Leases) which the Borrower and/or its Subsidiaries have
entered into or have become obligated to enter into during such fiscal
year (less only the portion of such payments under such Operating
Leases which are attributable to interest and financing charges), would
exceed the amount set forth opposite the applicable period below:
<TABLE>
<CAPTION>
Maximum Aggregate Amount
of Capital Expenditures and Payments
Fiscal Year under Operating Leases
----------- ----------------------
<S> <C>
Fiscal Year Ended September 30, 2000 $29,000,000
Fiscal Year Ended September 30, 2001 and Each
Subsequent Fiscal Year $20,000,000"
</TABLE>
16. ARTICLE VI OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING NEW SECTION 6.13 IMMEDIATELY FOLLOWING SECTION 6.12:
"Section 6.13. Prohibition on Negative Pledges on Real
Property in Favor of Other Persons. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any agreement or covenant
with any Person (other than the Banks and the Agent under this
Agreement) pursuant to which the Borrower and/or any Subsidiary has
agreed with such Person that the Borrower or such Subsidiary, as
applicable, will not create, incur, grant or suffer to exist any
mortgage, deed of trust or other encumbrance on any real property or
related improvements which are either owned by the Borrower or any
Subsidiary or in which the Borrower or any Subsidiary has any
interest."
17. SECTION 7.1(c) OF THE CREDIT AGREEMENT IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"(c) default in the performance, or breach, of any covenant or
agreement on the part of the Borrower contained in Sections 5.8 through
5.12 or in Article VI; or"
18. SUBSECTION (c) OF SECTION 9.4 OF THE CREDIT AGREEMENT IS HEREBY
AMENDED TO READ AS FOLLOWS:
"(c) fees in connection with any audits or inspections by the
Agent and/or any Bank (or by the employees, agents, consultants or
auditors of the Agent and/or any Bank) of any Collateral or the
operations or businesses of the Borrower and/or its Subsidiaries,
whether conducted at the premises of the Borrower and/or its
Subsidiaries or at the premises of the Agent and/or any Bank, together
with actual out-of-pocket costs or expenses incurred in conducting any
such audit or inspection, and"
19. SCHEDULES 6.1, 6.2 AND 6.3 OF THE CREDIT AGREEMENT ARE HEREBY
REPLACED BY THE REPLACEMENT SCHEDULES 6.1, 6.2 AND 6.3 ATTACHED, RESPECTIVELY,
AS EXHIBITS B, C AND D TO THIS AMENDMENT.
20. The notice address for Borrower, Innovex Precision Components and
Innovex Southwest in the Loan Documents is hereby amended to read as follows:
"5540 Pioneer Creek Drive
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<PAGE>
Maple Plain, Minnesota 55359-9003
Attn: Douglas W. Keller
Telecopy No. (763) 479-5392"
21. The Borrower acknowledges that the Agent and the Banks are in the
process of obtaining appraisals with respect to machinery, equipment and other
fixed assets of the Borrower and its Subsidiaries to be prepared by appraisers
selected by the Agent. The Borrower acknowledges and agrees that, upon demand of
the Agent, the Borrower will promptly reimburse the Agent for all fees, costs
and expenses incurred by the Agent in connection with such appraisals.
22. The Borrower acknowledges that the Agent and the Banks have advised
the Borrower that the Agent and the Banks, as a condition precedent (among other
conditions precedent) to granting any future request from the Borrower for any
amendment or modification to any financial covenant or other term, condition or
covenant of the Loan Documents which the Agent and/or the Banks deem material or
to any waiver of any future Default or Event of Default, may require that the
Borrower and its Subsidiaries grant first-priority mortgage liens on such real
estate and improvements of the Borrower and/or its Subsidiaries as the Agent and
the Banks shall require, together with related appraisals, environmental
reports, title insurances policies, surveys and other items as the Agent and the
Banks shall require. Nothing in this paragraph 22 shall be deemed to commit or
obligate the Agent and/or the Banks to grant any such request of the Borrower.
23. This Amendment shall not be or become effective unless and until
the Agent shall have received each of the following items in form and substance
acceptable to the Agent:
(a) This Amendment, duly executed by the Agent, the Banks and
the Borrower, and duly acknowledged by the Guarantors;
(b) A non-refundable amendment fee in the amount of $50,000
paid in immediately available funds by the Borrower to the Agent for
the pro rata account of the Banks on the basis of their respective
Percentages, which amendment fee shall be deemed fully earned upon
receipt by the Agent;
(c) A certified copy of the resolutions of the Board of
Directors of the Borrower evidencing that the officers of the Borrower
have authority to enter into this Amendment and the transactions
contemplated by this Amendment (which resolutions may, at the option of
the Agent, be in the form of ratifying resolutions and be delivered to
the Agent following the effectiveness of this Amendment);
(d) An opinion of counsel to the Borrower and the Guarantors
in form and content acceptable to the Agent;
(e) If required by the Agent, amendments to existing UCC
filings amending the notice address specified for the Borrower, Innovex
Precision Components and Innovex Southwest in such UCC filings (which
amendments may, at the option of the Agent, be delivered to the Agent
following the effectiveness of this Amendment);
(f) Payment of all legal fees incurred by the Agent through
the date of this Amendment; and
(g) Such other items as the Agent may require.
24. Except as amended by this Amendment, all of the terms and
conditions of the Credit Agreement and the other Loan Documents shall remain in
all other respects in full force and effect.
25. This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which counterparts taken
together shall constitute but one and the same instrument.
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<PAGE>
26. The Borrower and each Guarantor, by signing its respective
Acknowledgment and Agreement set forth below, each hereby absolutely and
unconditionally releases and forever discharges the Agent and each of the Banks,
and any and all participants, parent corporations, subsidiary corporations,
affiliated corporations, insurers, indemnitors, successors and assigns thereof,
together with all of the present and former directors, officers, agents and
employees of any of the foregoing (the "Released Parties"), from any and all
claims, demands or causes of action of any kind, nature or description, whether
arising in law or equity or upon contract or tort or under any state or federal
law or otherwise, which the Borrower or such Guarantor has had, now has or has
made claim to have against such Released Party for or by reason of any act,
omission, matter, cause or thing whatsoever arising from the beginning of time
to and including the date of this Amendment in connection with or related to the
transactions evidenced by the Loan Documents, whether such claims, demands and
causes of action are mature or unmatured or known or unknown.
27. The execution of this Amendment shall not be deemed to be a waiver
of any Event of Default under the Credit Agreement, whether or not known to the
Agent and/or the Banks and whether or not existing on the date of this
Amendment.
28. The Borrower hereby represents and warrants to the Agent and the
Banks as follows:
(a) The Borrower has all requisite power and authority to
execute this Amendment and to perform all of its obligations under the
Credit Agreement, as amended by this Amendment, and the Credit
Agreement, as amended by this Amendment, and the other Loan Documents
executed on behalf of the Borrower have been duly executed and
delivered by the Borrower and constitute the legal, valid and binding
obligations of the Borrower, enforceable in accordance with their
respective terms.
(b) The execution, delivery and performance by the Borrower of
the Credit Agreement, as amended by this Amendment, and the other Loan
Documents executed on behalf of the Borrower have been duly authorized
by all necessary corporate action and do not (i) require any
authorization, consent or approval by any governmental department,
commission, board, bureau, agency or instrumentality, domestic or
foreign, (ii) violate any provision of any law, rule or regulation or
of any order, writ, injunction or decree presently in effect, having
applicability to the Borrower, or the Articles of Incorporation or
By-laws of the Borrower, or (iii) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other
agreement, lease or instrument to which the Borrower is a party or by
which it or its properties may be bound or affected.
(c) All of the representations and warranties contained in
Article IV of the Credit Agreement are correct on and as of the date
hereof as though made on and as of such date, except to the extent that
such representations and warranties relate solely to an earlier date.
29. References. All references in the Credit Agreement to "this
Agreement" shall be deemed to refer to the Credit Agreement as amended by this
Amendment; and any and all references in any of the other Loan Documents to the
"Credit Agreement" shall be deemed to refer to the Credit Agreement as amended
by this Amendment.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
INNOVEX, INC.
By \s\ Timothy S. McIntee
Timothy S. McIntee
Secretary and Senior Vice President, Corporate
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Bank and as Agent
By \s\ Sharlyn Rekenthaler
Sharlyn Rekenthaler
Vice President
U.S. BANK NATIONAL ASSOCIATION, as Bank
By \s\ Michael J. Staloch
Michael J. Staloch
Vice President
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