North American Vaccine Inc – ‘8-K’ for 11/17/99 – EX-99.6

On:  Monday, 11/29/99   ·   For:  11/17/99   ·   Accession #:  898432-99-1086   ·   File #:  1-10451

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     14K 
 2: EX-99.1     Miscellaneous Exhibit                                105    354K 
 3: EX-99.2     Miscellaneous Exhibit                                 16     51K 
 4: EX-99.3     Miscellaneous Exhibit                                  2     10K 
 5: EX-99.4     Miscellaneous Exhibit                                  9     35K 
 6: EX-99.5     Miscellaneous Exhibit                                  5     19K 
 7: EX-99.6     Miscellaneous Exhibit                                  2     11K 

EX-99.6   —   Miscellaneous Exhibit
Exhibit Table of Contents

EX-99.6
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 November 17, 1999

North American Vaccine, Inc.                                                    
10150 Old Columbia Road                                                         
Columbia, Maryland  21046                                                       
Attn.:  Dr. Randal Chase                                                        

Ladies/Gentlemen:                                                               

Reference is made to the Guaranty delivered by Baxter International, Inc.       
("Guarantor") as of November 1, 1999 (as amended or modified from time to time, 
the "Guaranty") and relating to the Agreement dated as of November 1, 1999 (as  
amended, modified, renewed or extended from time to time, the "Credit           
Agreement") between North American Vaccine, Inc. ("Borrower") and Bank of       
America, N.A. ("Lender"). Capitalized terms used and not defined herein have the
meanings given to such terms in the Credit Agreement. Guarantor has requested   
certain amendments to the Guaranty, and Lender has agreed to such request,      
subject to the terms and conditions hereof.                                     

The parties hereto agree that the Guaranty is amended as follows:               

      1. Section 23 of the Guaranty is amended by adding the following provision
after clause (vi) of the proviso to such section: "PROVIDED, FURTHER, that upon 
the occurrence of an Event of Default pursuant to Paragraph 5(m) of the Credit  
Agreement as a result of the termination of the North American Vaccine          
Acquisition Agreement by Guarantor pursuant to Sections 9.01(a), 9.01(b),       
9.01(c), 9.01(e), 9.01(g) or 9.01(h) thereof, Guarantor hereby agrees that it   
shall not, in connection with the exercise of Guarantor's Call Option or the    
exercise of Lender's Put Option, declare all sums outstanding under the Credit  
Agreement and under the other Loan Documents to be due and payable until 90 days
after such Event of Default."                                                   

Except as expressly provided above, the Guaranty and the other Loan Documents   
remain unmodified and in full force and effect.                                 

Please indicate the agreement of Borrower and Guarantor to the foregoing by     
signing and returning to Lender, to the attention of Larry Gordon (Facsimile:   
713-247-6719), a counterpart of this letter, by no later than November 17, 1999.

Please contact Grant Harbrecht at (704) 386-0507 if you have any questions or   
comments regarding this matter. Thank you in advance for your cooperation.      

EX-99.6
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                 Very truly yours,

                     Bank of America, N.A.

                          By: /s/ Lawrence J. Gordon
                              ----------------------
                              Title:  Vice President

ACKNOWLEDGED AND AGREED:                                                        

BORROWER:                                                                       

North American Vaccine, Inc.                                                    

By: /s/ Randal Chase                                                            
-------------------------------                                         
Title:  Chief Executive Officer                                         
& President                                           

GUARANTOR:                                                                      

Baxter International, Inc.                                                      

By: /s/ Thomas Glanzmann                                                        
-------------------------------                                         
Title: President, Hyland Immuno                                         
Division                                              

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		11/29/99							SC 13D
For Period End:		11/17/99		1
		11/1/99		1
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