<PAGE>
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.
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
Dade Behring Inc.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31, June 30,
(Dollars in millions, except share-related data) 1997 1998
- -------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
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.
</TABLE>
2
<PAGE>
Dade Behring Inc.
Consolidated Statements of Operations
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
(Dollars in millions) 1997 1998 1997 1998
- ------------------------------------------------------------------------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
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
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
Dade Behring Inc.
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended
June 30,
(Dollars in millions) 1997 1998
- -----------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
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
- -----------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
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):
<TABLE>
<CAPTION>
December 31, June 30,
1997 1998
------------------ ------------------
(unaudited)
<S> <C> <C>
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
====== ======
</TABLE>
5
<PAGE>
Note 3. Comprehensive Income
Comprehensive income of the Company consists of the following (in millions):
<TABLE>
<CAPTION>
Six months ended
June 30
1997 1998
---------------------------
(unaudited)
<S> <C> <C>
Net income $ 2.2 $27.3
Other comprehensive income (loss) (9.9) 0.5
----- -----
Total comprehensive income (loss) $(7.7) $27.8
===== =====
</TABLE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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."
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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).
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
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-
<PAGE>
VAN KAMPEN AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By/s/
--------------------------------------
Name: Jeffrey W. Maillet
Title: Senior Vice President & Director
-12-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
Dade Behring, Inc. and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> APR-01-1998 JAN-01-1998
<PERIOD-END> JUN-30-1998 JUN-30-1998
<CASH> 56,100 56,100
<SECURITIES> 0 0
<RECEIVABLES> 370,400 370,400
<ALLOWANCES> 0 0
<INVENTORY> 268,800 268,800
<CURRENT-ASSETS> 814,500 814,500
<PP&E> 232,400 232,400
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 1,558,200 1,558,200
<CURRENT-LIABILITIES> 447,800 447,800
<BONDS> 350,000 350,000
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 237,900 237,900
<TOTAL-LIABILITY-AND-EQUITY> 1,558,200 1,558,200
<SALES> 318,800 644,700
<TOTAL-REVENUES> 318,800 644,700
<CGS> 128,500 259,000
<TOTAL-COSTS> 274,300 560,200
<OTHER-EXPENSES> 100 300
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 20,700 40,800
<INCOME-PRETAX> 23,700 43,400
<INCOME-TAX> 8,800 16,100
<INCOME-CONTINUING> 14,900 27,300
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 14,900 27,300
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
