exv10w1



 







Exhibit 10.1




CREDIT AGREEMENT SUPPLEMENT

AND AMENDMENT NO. 3




     THIS CREDIT AGREEMENT SUPPLEMENT AND AMENDMENT No. 3, dated as of March 30, 2006 (the
“Credit Agreement Supplement”) among PolyMedica Corporation, a Massachusetts corporation
(the “Borrower”), the lenders from time to time parties thereto (collectively, the
“Lenders”), and Bank of America, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) to the Credit Agreement, dated as of April 12, 2005, as
supplemented, amended and modified by the Credit Agreement Supplement and Amendment, dated as of
May 24, 2005, Amendment and Limited Waiver No. 2, dated as of November 18, 2005, and the Consent,
dated as of February 8, 2006 (the “Credit Agreement”) among the Borrower, the Lenders, the
Administrative Agent, Swing Line Lender and L/C Issuer and certain other agents parties thereto.
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement (the Credit Agreement, as amended by, and together with, this Credit
Agreement Supplement, and as hereinafter amended, modified, extended or restated from time to time,
being called the “Amended Agreement”).



WITNESSETH:




     WHEREAS, the Borrower has requested that the Credit Agreement be amended so as to provide an
increase in the Aggregate Commitments in an aggregate amount of up to $55 million and the option to
increase the Aggregate Commitments by up to an additional $50 million;



     WHEREAS, the Borrower has requested certain other amendments to, and consents under, the
Credit Agreement;



     WHEREAS, each existing Lender that executes and delivers this Credit Agreement Supplement
specifically in the capacity of a Lender will be deemed to have agreed to the terms of this Credit
Agreement Supplement but will not be deemed to have made any additional Commitment;



     WHEREAS, each existing Lender that executes and delivers this Credit Agreement Supplement
specifically in the capacity of a participating lender (a “Participating Lender”) (a) will
have agreed to the terms of this Credit Agreement Supplement and (b) will have agreed to make a new
Commitment, in addition to its existing Commitment, in an aggregate amount as agreed to by such
Lender and determined by the Borrower and the Administrative Agent and notified to such Lender (the
“New Commitment”); and



     WHEREAS, the parties hereto have agreed, subject to the terms and conditions hereof, to
supplement, amend and modify the Credit Agreement as provided herein;



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



ARTICLE I

AMENDMENTS




     Effective as of the Amendment Effective Date (defined below), the Credit Agreement is hereby
amended as follows:



     1.01 Amendment to Section 1.01. (a) Section 1.01 is hereby amended by adding the following
definitions in the appropriate alphabetical order:



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     ““Amendment Effective Date” means March 31, 2006.




     ““Assignee Group” means two or more Eligible Assignees that are Affiliates
of one another or two or more Approved Funds managed by the same investment
advisor.”




     ““Increase Effective Date” has the meaning specified in Section
2.15.”



     (b) Section 1.01 is hereby amended by deleting the following definitions in their entirety and
replacing them with the following:




     ““Applicable Rate” means, from time to time, the following percentages
per annum, based upon the Consolidated Leverage Ratio as set forth in the most
recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(b):



APPLICABLE RATE



Revolving Loans, Swing Line Loans and Letters of Credit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Base Rate	 	 
	 	 	Consolidated	 	Eurodollar	 	Loans and	 	 
	Pricing	 	Leverage	 	Rate Loans and	 	Swing Line	 	Commitment
	Level	 	Ratio	 	Letters of Credit	 	Loans	 	Fees
	I

	 	> 2.50 to 1.00
	 	 	1.75	%	 	 	0.50	%	 	 	0.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II

	 	>2.00 to 1.00 but £ 2.50 to 1.00
	 	 	1.50	%	 	 	0.25	%	 	 	0.20	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III

	 	>1.50 to 1.00 but £ 2.00 to 1.00
	 	 	1.25	%	 	 	0	 	 	 	0.20	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV

	 	>1.00 to 1.00 but £ 1.50 to 1.00
	 	 	1.00	%	 	 	0	 	 	 	0.15	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V

	 	£ 1.00 to 1.00
	 	 	0.75	%	 	 	0	 	 	 	0.15	%







     Any increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.02(b); provided, however, that if a Compliance
Certificate is not delivered when due in accordance with such Section
6.02(b), then, at the option of the Required Lenders, Pricing Level I will be
applicable until the first Business Day immediately following the date an
appropriate Compliance Certificate is delivered, whereupon the Applicable Rate shall
be adjusted based on the information contained in the Compliance Certificate. The
Applicable Rate in effect during the period from the Amendment Effective Date until
the



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next quarterly Compliance Certificate is delivered shall be determined based
upon Pricing Level II.”




     ““Assignment and Assumption” means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.06(b)), and accepted by the Administrative Agent, in
substantially the form of Exhibit E or any other form approved by the
Administrative Agent and reasonably acceptable to the Borrower (such consent not to
be unreasonably withheld or delayed).”




     ““Eligible Assignee” means any Person that meets the requirements to be
an assignee under Section 10.06(b)(iii), (v) and (vi)
(subject to such consents, if any, required under Section 10.06(b)(iii)).”




     ““Maturity Date” means March 30, 2011.”




     ““Permitted Acquisition” means any Acquisition by the Borrower or any
other Loan Party which is a wholly-owned Subsidiary of the Borrower;
provided that (a) the Property acquired (or the Property of the Person
acquired) in such Acquisition shall be used or useful in the same or similar line of
business as the Loan Parties on the Closing Date or a business reasonably related or
ancillary thereto, (b) all Property to be acquired in connection with such
Acquisition shall be located in the United States, (c) in the case of an Acquisition
of the Equity Interests of another Person, the board of directors (or other
comparable governing body) of such other Person shall have duly approved such
Acquisition and all of the outstanding Equity Interests of such Person shall be
Acquired, (d) no Default shall exist immediately after giving effect to such
Acquisition on a Pro Forma Basis, (e) the Acquisition shall not involve an interest
in a partnership or have a requirement that any Loan Party be a general partner, (f)
the Loan Parties shall, and shall cause the party that is the subject of the
Acquisition to, execute and deliver such joinder agreements, pledge agreements, and
subsidiary guaranty agreements and take such other actions as may be necessary for
compliance with the provisions of Sections 6.12, 6.13 and
6.14; and (g) the Acquisition Purchase Price for each Acquisition (or a
series of related Acquisitions) shall be less than or equal to $125 million and
after giving effect to each Acquisition and all Borrowings related thereto, on the
date of such Acquisition, there shall be at least $50 million of remaining
availability existing under the Aggregate Commitments, provided that if the
Acquisition Purchase Price for an Acquisition is less than or equal to $15 million,
no minimum undrawn availability under the Aggregate Commitments shall be required
but all the other provisions for an Acquisition to be a Permitted Acquisition must
be satisfied.”



     1.02 Amendments to Article II. Article II is hereby amended by adding new Sections 2.14 and
2.15 thereto, as follows:




     “2.14 Eligible Assignees to Become Lenders.




     (a) Additional Eligible Assignees. In the event that Lenders
do not elect to increase the Aggregate Commitments by $55 million on the
Amendment Effective Date the Borrower may invite Eligible Assignees to
become Lenders for any such amount pursuant to a joinder agreement in form
and substance satisfactory to the Administrative Agent and its counsel for
a period of ninety



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Supplement and Amendment No. 3




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(90) days from the Amendment Effective Date without any
additional notice to, or consent of, the Lenders.




     (b) Effectiveness and Allocations. If the Aggregate
Commitments are increased in accordance with this Section, the
Administrative Agent and the Borrower shall determine the effective date
thereof and the final allocation of such increase. A revised Schedule
2.01 (Commitments and Applicable Percentages) shall be delivered to the
Lenders and the Borrower by the Administrative Agent to reflect the
Commitments of each of the Lenders, including the Commitments of any new
Lenders.




     (c) Conditions to Effectiveness. As a condition precedent to
effectiveness, the Borrower shall be deemed to have made the
representations and warranties set forth in Section 4.02(a) and
(b). The Borrower shall prepay any Loans outstanding on the
effective date of the increase contemplated by this Section 2.14
(and pay any additional amounts required pursuant to Section 3.05)
to the extent necessary to keep the outstanding Loans ratable with any
revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Section.




     (d) Conflicting Provisions. This Section shall supersede any
provisions in Section 2.13 or 10.01 to the contrary.”




     “2.15 Increase in Commitments.




     (a) Request for Increase. Provided there exists no Default,
upon notice to the Administrative Agent (which shall promptly notify the
Lenders), the Borrower may from time to time, request an increase in the
Aggregate Commitments by an amount (for all such requests) not exceeding
$50 million, provided that any such request for an increase shall
be in a minimum amount of $10 million or, if less, the remaining balance.
At the time of sending such notice, the Borrower (in consultation with the
Administrative Agent) shall specify the time period within which each
Lender is requested to respond (which shall in no event be less than ten
Business Days from the date of delivery of such notice to the Lenders).




     (b) Lender Elections to Increase. Each Lender shall notify
the Administrative Agent within such time period whether or not it agrees
to increase its Commitment and, if so, whether by an amount equal to,
greater than, or less than its Applicable Percentage of such requested
increase. Any Lender not responding within such time period shall be
deemed to have declined to increase its Commitment.




     (c) Notification by Administrative Agent; Additional Lenders.
The Administrative Agent shall notify the Borrower and each Lender of the
Lenders’ responses to each request made hereunder. To achieve the full
amount of a requested increase and subject to the approval of the
Administrative Agent, the L/C Issuer and the Swing Line Lender (which
approvals shall not be unreasonably withheld), the Borrower may also invite
additional Eligible



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Assignees to become Lenders pursuant to a joinder
agreement in form and substance satisfactory to the Administrative Agent
and its counsel.




     (d) Effective Date and Allocations. If the Aggregate
Commitments are increased in accordance with this Section, the
Administrative Agent and the Borrower shall determine the effective date
(the “Increase Effective Date”) and the final allocation of such
increase. The Administrative Agent shall promptly notify the Borrower and
the Lenders of the final allocation of such increase and the Increase
Effective Date.




     (e) Conditions to Effectiveness of Increase. As a condition
precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate of each Loan Party dated as of the
Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of such Loan Party (i) certifying and attaching the
resolutions adopted by such Loan Party approving or consenting to such
increase, and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such increase, (A) the representations and
warranties contained in Article V and the other Loan Documents are
true and correct in all material respects on and as of the Increase
Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are
true and correct as of such earlier date, and except that for purposes of
this Section 2.15, the representations and warranties contained in
clauses (a) and (b) of Section 5.05 shall be deemed to refer to the
most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01, and (B) no Default exists. The
Borrower shall prepay any Loans outstanding on the Increase Effective Date
(and pay any additional amounts required pursuant to Section 3.05)
to the extent necessary to keep the outstanding Loans ratable with any
revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Section.




     (f) Conflicting Provisions. This Section shall supersede any
provisions in Section 2.13 or 10.01 to the contrary.”



     1.03 Amendments to Certain Covenants in Article VII. (a) Section 7.02(m) is hereby amended by
replacing subsection (m) thereof as follows:




     “(m) other Investments entered into in the ordinary course of business
not exceeding $25 million in the aggregate at any time outstanding.”



     (b) Section 7.03 is hereby amended by deleting the word “and” after subsection (g) thereof,
deleting the period at the end of subsection (h) thereof and replacing it with “; and”, and by
adding a new subsection (i) to Section 7.03, immediately following subsection (h) thereof, as
follows:




     “(i) additional unsecured Indebtedness of the Borrower and its
Subsidiaries not to exceed $15 million in the aggregate principal amount at
any time outstanding; provided, however, that both before
and after the incurrence of any such Indebtedness, no Default shall have
occurred or be continuing.”



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     (c) Article VII is hereby amended by adding the following provisions:




     “7.16 Sale-Leasebacks. Create, incur, assume or suffer to exist any
obligations as lessee for rental or hire of real or personal property in connection
with any sale and leaseback transaction to exceed $50 million in the aggregate
payable in any period of 12 consecutive months.”



     1.04 Amendments to Financial Covenants in Article VI. (a) Section 7.15(b) of the Credit
Agreement is hereby amended by replacing such subsection in its entirety as follows:




     “(b) Consolidated Coverage Ratio. Permit the Consolidated
Coverage Ratio as of the end of any fiscal quarter of the Borrower to be
less than 3.00 to 1.00.”



     (b) Section 7.15(c) of the Credit Agreement is hereby amended by replacing such subsection in
its entirety as follows:




     “(c) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as of the end of any fiscal quarter (calculated for each
four consecutive fiscal quarter period) of the Borrower to be greater than
the ratio set forth opposite such period:



	 	 	 
	Four Fiscal	 	Maximum Consolidated
	Quarters Ending	 	Leverage Ratio
	Closing Date through December 31, 2006

	 	3.00 to 1.00
	March 31, 2007 through December 31, 2007

	 	2.75 to 1.00
	March 31, 2008 and each fiscal quarter thereafter

	 	2.50 to 1.00”






     1.05 Amendment to Article X. (a) Section 10.06 of the Credit Agreement is hereby amended by
replacing such Section in its entirety as follows:




     “10.06 Successors and Assigns.




     (a) Successors and Assigns Generally. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except
that the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an
assignee in accordance with the provisions of subsection (b) of this
Section 10.06, (ii) by way of participation in accordance with the
provisions of subsection (d) of this Section 10.06, or (iii) by way
of



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pledge or assignment of a security interest subject to the restrictions
of subsection (f) (and any other attempted assignment or transfer by any
party hereto shall be null and void). Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in subsection (d) of this Section
10.06 and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the L/C Issuer and the
Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement.




     (b) Assignments by Lenders. Any Lender may at any time assign
to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the
Loans (including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it);
provided that any such assignment shall be subject to the following
conditions:




     (i) Minimum Amounts.




     (A) in the case of an assignment of the entire remaining
amount of the assigning Lender’s Commitment and the Loans at the
time owing to it or in the case of an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund, no minimum amount need
be assigned; and




     (B) in any case not described in subsection (b)(i)(A) of this
Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the
Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative
Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5 million
unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or
delayed); provided, however, that concurrent
assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single assignee
(or to an assignee and members of its Assignee Group) will be
treated as a single assignment for purposes of determining whether
such minimum amount has been met.




     (ii) Proportionate Amounts. Each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loans or
the Commitment assigned, except that this clause (ii) shall not apply to
the Swing Line Lender’s rights and obligations in respect of Swing Line
Loans;



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     (iii) Required Consents. No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this
Section and, in addition:




     (A) the consent of the Borrower (such consent not to be
unreasonably withheld or delayed) shall be required unless (1) an
Event of Default has occurred and is continuing at the time of such
assignment or (2) such assignment is to a Lender, an Affiliate of a
Lender or an Approved Fund;




     (B) the consent of the Administrative Agent (such consent not
to be unreasonably withheld or delayed) shall be required if such
assignment is to a Person that is not a Lender, an Affiliate of
such Lender or an Approved Fund with respect to such Lender;




     (C) the consent of the L/C Issuer (such consent not to be
unreasonably withheld or delayed) shall be required for any
assignment that increases the obligation of the assignee to
participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and




     (D) the consent of the Swing Line Lender (such consent not to
be unreasonably withheld or delayed) shall be required for any
assignment.




     (iv) Assignment and Assumption. The parties to each
assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee
in the amount, if any, required as set forth in Schedule 10.06;
provided, however, that the Administrative Agent may, in
its sole discretion, elect to waive such processing and recordation fee in
the case of any assignment. The assignee, if it is not a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.




     (v) No Assignment to Borrower. No such assignment shall be
made to the Borrower or any of the Borrower’s Affiliates or Subsidiaries.




     (vi) No Assignment to Natural Persons. No such assignment
shall be made to a natural person.




     Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of this Section 10.06, from and after the
effective date specified in each Assignment and Assumption, the assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 3.01, 3.04, 3.05



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and 10.04
with respect to facts and circumstances occurring prior to the effective date of
such assignment). Upon request, the Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d) of
this Section 10.06.




     (c) Register. The Administrative Agent, acting solely for this
purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Assumption delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations and the amount of interest
thereon owing to and paid to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive,
and the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior notice.




     (d) Participations. Any Lender may at any time, without the consent
of, or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person or the Borrower or any of the Borrower’s
Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of
such Lender’s rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender’s participations
in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i)
such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent,
the Lenders and the L/C Issuer shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce
this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to
any amendment, waiver or other modification described in clauses (b), (c), (d) or
(g) of the first proviso to Section 10.01 that directly affects such
Participant. Subject to subsection (e) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 3.01,
3.04 and 3.05 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section
10.06. To the extent permitted by Law, each Participant also shall be entitled
to the benefits of Section 10.08 as though it were a Lender;
provided such Participant agrees to be subject to Section 2.13 as
though it were a Lender.




     (e) Limitations upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04
than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent. A Participant
that would be a Foreign Lender if it



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were a Lender shall not be entitled to the
benefits of Section 3.01 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the benefit
of the Borrower, to comply with Section 3.01(e) as though it were a Lender.




     (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender, including
any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.




     (g) Electronic Execution of Assignments. The words
“execution,” “signed,” “signature,” and words of like
import in any Assignment and Assumption shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of
the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable Law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state Laws based on the Uniform
Electronic Transactions Act.




     (h) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank of
America assigns all of its Commitment and Loans pursuant to subsection (b) above,
Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders,
resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as
Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing
Line Lender, the Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer or Swing Line Lender hereunder; provided,
however, that no failure by the Borrower to appoint any such successor
shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender,
as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all
the rights, powers, privileges and duties of the L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation as
L/C Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America
resigns as Swing Line Lender, it shall retain all the rights of the Swing Line
Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such resignation, including the right to
require the Lenders to make Base Rate Loans or fund risk participations in
outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the
appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor
shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b)
the successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory to Bank of America to effectively assume the obligations
of Bank of America with respect to such Letters of Credit.”



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     (b) Article X is hereby amended by adding a new Section 10.16 as follows:




     “10.16 No Advisory or Fiduciary Responsibility. In connection with all
aspects of each transaction contemplated hereby, the Borrower and each other Loan
Party acknowledges and agrees, and acknowledges its Affiliates’ understanding,
that: (i) the credit facilities provided for hereunder and any related arranging or
other services in connection therewith (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document) are an
arm’s-length commercial transaction between the Borrower, each other Loan Party and
their respective Affiliates, on the one hand, and the Administrative Agent and the
Joint Lead Arrangers, on the other hand, and the Borrower and each other Loan Party
is capable of evaluating and understanding and understands and accepts the terms,
risks and conditions of the transactions contemplated hereby and by the other Loan
Documents (including any amendment, waiver or other modification hereof or
thereof); (ii) in connection with the process leading to such transaction, the
Administrative Agent and the Joint Lead Arrangers, each is and has been acting
solely as a principal and is not the financial advisor, agent or fiduciary, for the
Borrower, any other Loan Party or any of their respective Affiliates, stockholders,
creditors or employees or any other Person; (iii) neither the Administrative Agent
nor Joint Lead Arrangers has assumed or will assume an advisory, agency or
fiduciary responsibility in favor of the Borrower or any other Loan Party with
respect to any of the transactions contemplated hereby or the process leading
thereto, including with respect to any amendment, waiver or other modification
hereof or of any other Loan Document (irrespective of whether the Administrative
Agent or the Joint Lead Arrangers has advised or is currently advising the
Borrower, any other Loan Party or any of their respective Affiliates on other
matters) and neither the Administrative Agent nor the Joint Lead Arrangers has any
obligation to the Borrower, any other Loan Party or any of their respective
Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; (iv) the
Administrative Agent and the Joint Lead Arrangers and their respective Affiliates
may be engaged in a broad range of transactions that involve interests that differ
from those of the Borrower, the other Loan Parties, and their respective
Affiliates, and neither the Administrative Agent nor the Joint Lead Arrangers has
any obligation to disclose any of such interests by virtue of any advisory, agency
or fiduciary relationship; and (v) the Administrative Agent and the Joint Lead
Arrangers have not provided and will not provide any legal, accounting, regulatory
or tax advice with respect to any of the transactions contemplated hereby
(including any amendment, waiver or other modification hereof or of any other Loan
Document) and each of the Borrower and the other Loan Parties has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate. Each of the Borrower and the other Loan Parties hereby waives and
releases, to the fullest extent permitted by law, any claims that it may have
against the Administrative Agent and Joint Lead Arrangers with respect to any
breach or alleged breach of agency or fiduciary duty.”



     1.06 Amendments to Schedules. (a) Schedule 2.01 (Commitments and Applicable Percentages) to
the Credit Agreement is hereby amended to read in its entirety as set forth on Annex A
attached hereto to reflect the Commitments of each of the Lenders, including the New Commitments of
any Participating Lenders, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender’s name on Schedule 2.01.



Credit Agreement

Supplement and Amendment No. 3





11









 








     (b) Schedule 10.06 (Processing and Recordation Fees) is hereby added to the Credit Agreement
in the form attached hereto as Annex B.



     1.07 Exhibit E. Exhibit E to the Credit Agreement is hereby replaced in its entirety by
Exhibit E attached hereto as Annex C.



ARTICLE II

CONSENT AND AGREEMENTS




     2.01 Disposition of Respiratory Business. Effective as of the Amendment Effective Date, the
undersigned, subject to the terms and conditions hereof, consent to the disposition of the
nebulizer respiratory drugs segment of business (which disposition has been approved by the board
of directors of the Borrower) (the “Respiratory Disposition”) for a fair market value, and
agree that the Respiratory Disposition shall not be counted for purposes of calculating aggregated
Dispositions permitted under Section 7.05(f)(ii) nor subject to the cash consideration
requirement in Section 7.05(f)(iv).



ARTICLE III

REPRESENTATIONS AND WARRANTIES




     3.01 Representations and Warranties. The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders, as follows:



     (a) The representations and warranties of the Borrower contained in Article V of the Amended
Agreement, and in each other Loan Document or which are contained in any document furnished at any
time under or in connection therewith, are true and correct in all material respects on and as of
the date hereof and on and as of the Amendment Effective Date with the same effect as if made on
and as of the date hereof or the Amendment Effective Date, as the case may be, (i) except to the
extent such representations and warranties specifically refer to an earlier date, in which case
they are true and correct in all material respects as of such earlier date, (ii) except the
representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Amended
Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to
subsections (a) and (b), respectively, of Section 6.01 of the Amended Agreement, and (iii) together
with any additional items that will be disclosed on any updated Schedules required to be
supplemented pursuant to Section 6.02(b) on the next scheduled delivery date, as to which the
Borrower has notified the Administrative Agent in writing.



     (b) After giving effect to this Credit Agreement Supplement, no Default or Event of Default
has occurred or is continuing under the Amended Agreement.



     (c) The execution, delivery and performance by the Borrower of this Credit Agreement
Supplement have been duly authorized by all necessary corporate or other organizational action of
the Borrower.



     (d) No approval, consent, exemption or other action by, or notice to, or filing with any
Governmental Authority or any other Person is necessary or required in connection with the
execution, delivery or performance by the Borrower or any other Loan Party of this Credit Agreement
Supplement or any document related hereto other than the approvals, consents, exemptions, actions,
notices or filings which have been duly obtained, taken, given or made and are in full force and
effect.



Credit Agreement

Supplement and Amendment No. 3





12









 








     (e) This Credit Agreement Supplement constitutes the legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms except as such
enforceability may be limited by Debtor Relief Laws and by principles of equity.



     (f) The execution, delivery, performance and compliance with the terms and provisions, by the
Borrower, of this Credit Agreement Supplement, and the consummation of the transactions
contemplated hereby with respect to each Loan Party, do not and will not: (i) contravene the terms
of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or
contravention of, or
the creation of any Lien under, or require any payment to be made under (A) any Contractual
Obligation to which such Person is a party affecting such Person or the properties of such Person
or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which such Person or its property is subject; or (iii) violate
any Law, including, without limitation, Medicare Regulations.



ARTICLE IV

CONDITIONS PRECEDENT




     4.01 Conditions to Effectiveness. This Credit Agreement Supplement shall become effective
only upon satisfaction of the following conditions precedent (the first date upon which each such
condition has been satisfied being herein called the “Amendment Effective Date”):



     (a) the Borrower shall have prepaid any Loans outstanding (and any additional amounts required
pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable
with any revised Applicable Percentages arising from the nonratable increase in the Commitments
under this Amended Agreement;



     (b) the Administrative Agent shall have received duly executed counterparts of this Credit
Agreement Supplement which, when taken together, bear the authorized signatures of the Borrower,
all of the Lenders, any Participating Lenders with New Commitments and the Administrative Agent;



     (c) the representations and warranties set forth in Section 3.01 hereof are true and
correct in all material respects on and as of the Amendment Effective Date;



     (d) the Administrative Agent shall have received counterparts of the Consent in the form of
Annex D hereto;



     (e) the Administrative Agent shall have received a Responsible Officer’s Certificate executed
by a Responsible Officer of the Borrower in the form of Annex E hereto;



     (f) all corporate and other proceedings taken or to be taken in connection with this Credit
Agreement Supplement and all documents incidental thereto, whether or not referred to herein, shall
be reasonably satisfactory in form and substance to the Lenders and any Participating Lenders and
their respective counsel; and



     (g) the Administrative Agent shall have received payment of all fees and expenses referred to
in Section 5.05.



Credit Agreement

Supplement and Amendment No. 3





13









 








ARTICLE V

MISCELLANEOUS




     5.01 Lender Consent. For purposes of determining compliance with the conditions specified in
Section 4.01, each Lender that has signed this Credit Agreement Supplement shall be deemed
to have consented to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received notice from such Lender prior to the proposed
Amendment Effective Date specifying its objection thereto.



     5.02 APPLICABLE LAW. THIS CREDIT AGREEMENT SUPPLMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     5.03 Counterparts. This Credit Agreement Supplement may be executed in any number of
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute but one agreement. Delivery by facsimile by any of the parties hereto of an executed
counterpart of this Credit Agreement Supplement shall be as effective as an original executed
counterpart hereof and shall be deemed a representation that an original executed counterpart
hereof will be delivered, but the failure to deliver a manually executed counterpart shall not
affect the validity, enforceability or binding effect of this Credit Agreement Supplement.



     5.04 Credit Agreement. Except as expressly set forth herein, the amendments provided herein
shall not by implication or otherwise limit, constitute a waiver of, or otherwise affect the rights
and remedies of the Lenders or the Administrative Agent under the Amended Agreement or any other
Loan Document, nor shall they constitute a waiver of any Default or Event of Default, nor shall
they alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Amended Agreement or any other Loan Document. Each of the
amendments provided herein shall apply and be effective only with respect to the provisions of the
Amended Agreement specifically referred to by such amendment. Except as expressly amended herein,
the Amended Agreement shall continue in full force and effect in accordance with the provisions
thereof. As used in the Amended Agreement, the terms “Agreement”, “herein”, “hereinafter”,
“hereunder”, “hereto” and words of similar import shall mean, from and after the date hereof, the
Amended Agreement.



     5.05 Costs and Expenses. On the Amendment Effective Date, the Borrower agrees to pay all
reasonable costs and expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amended Agreement and the instruments and documents to be delivered
hereunder and the reasonable fees, charges and expenses of counsel for the Administrative Agent
outstanding on the Amendment Effective Date.



     5.06 Section Captions. Section captions used in this Amended Agreement are for convenience of
reference only and shall not affect this construction of this Amended Agreement.



[Signature Pages Follow]




Credit Agreement

Supplement and Amendment No. 3




14









 





     IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement Supplement to be
duly executed by their duly authorized officers, all as of the date first above written.



	 	 	 	 	 
	 	POLYMEDICA CORPORATION

 	 
	 	By:  	/s/ Keith W. Jones
 	 
	 	 	Name:  	Keith W. Jones       	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature Page

Credit Agreement

Supplement and Amendment No. 3




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as

Administrative Agent

 	 
	 	By:  	/s/ Michael Brashler
 	 
	 	 	Name:  	Michael Brashler 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page

Credit Agreement

Supplement and Amendment No. 3




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Lender

 	 
	 	By:  	/s/ Elizabeth L. Knox
 	 
	 	 	Name:  	Elizabeth L. Knox 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as Participating Lender

 	 
	 	By:  	/s/ Elizabeth L. Knox
 	 
	 	 	Name:  	Elizabeth L. Knox 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page

Credit Agreement

Supplement and Amendment No. 3




 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Kirk Tesch
 	 
	 	 	Name:  	Kirk Tesch 	 
	 	 	Title:  	Vice President 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Participating Lender

 	 
	 	By:  	/s/ Kirk Tesch
 	 
	 	 	Name:  	Kirk Tesch 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page

Credit Agreement

Supplement and Amendment No. 3




 









 








	 	 	 	 	 
	 	CITIZENS BANK OF MASSACHUSETTS, as a Lender

 	 
	 	By:  	/s/ William F. Granchelli
 	 
	 	 	Name:  	William F. Granchelli 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	CITIZENS BANK OF MASSACHUSETTS, as Participating Lender

 	 
	 	By:  	/s/ William F. Granchelli
 	 
	 	 	Name:  	William F. Granchelli 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ J. T. Taylor
 	 
	 	 	Name:  	J. T. Taylor 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	KEYBANK NATIONAL ASSOCIATION, as Participating Lender

 	 
	 	By:  	
/s/ J. T. Taylor
 	 
	 	 	Name:  	J. T. Taylor 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	CIBC INC., as a Lender

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Signature
Page
Credit Agreement
Supplement and Amendment No. 3




 









 








	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ George Knight
 	 
	 	 	Name:  	George Knight 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CIBC INC., as Participating Lender

 	 
	 	By:  	/s/ George Knight
 	 
	 	 	Name:  	George Knight 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature
Page
Credit Agreement
Supplement and Amendment No. 3




 









 








	 	 	 	 	 
	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/ John W. Teasley
 	 
	 	 	Name:  	John W. Teasley 	 
	 	 	Title:  	Director 	 
	 
	 	SUNTRUST BANK, as Participating Lender

 	 
	 	By:  	/s/ John W. Teasley
 	 
	 	 	Name:  	John W. Teasley 	 
	 	 	Title:  	Director 	 
	 



Signature
Page
Credit Agreement
Supplement and Amendment No. 3




 









 








	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

 	 
	 	By:  	/s/ Diane F. Rolfe      /s/ Susan LeFevre
 	 
	 	 	Name:  	Diane F. Rolfe / Susan LeFevre 	 
	 	 	Title:  	Director  /  Director 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Participating Lender

 	 
	 	By:  	/s/ Diane F. Rolfe      /s/ Susan LeFevre
 	 
	 	 	Name:  	Diane F. Rolfe / Susan LeFevre 	 
	 	 	Title:  	Director  /  Director 	 
	 



Signature
Page
Credit Agreement
Supplement and Amendment No. 3




 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as a Lender

 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director, Banking Product Services, US 	 
	 
	 	 	 
	 	By:  	                                              /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director, Banking Product Services, US 	 
	 
	 	UBS LOAN FINANCE LLC, as Participating Lender

 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director, Banking Product Services, US 	 
	 
	 	 	 
	 	By:  	                                              /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director, Banking Product Services, US 	 
	 



Signature
Page
Credit Agreement
Supplement and Amendment No. 3




 









 








ANNEX A TO

CREDIT AGREEMENT

SUPPLEMENT AND

AMENDMENT NO. 3




SCHEDULE 2.01




Commitments

and Applicable Percentages




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 
	Lender	 	Commitment	 	 	Percentage	 
	 
	Bank of America, N.A.
	 	$	40,000,000	 	 	 	18.39080460	%
	Wachovia Bank, National Association
	 	$	40,000,000	 	 	 	18.39080460	%
	Citizens Bank of Massachusetts
	 	$	35,000,000	 	 	 	16.09195402	%
	SunTrust Bank
	 	$	25,000,000	 	 	 	11.49425287	%
	KeyBank National Association
	 	$	25,000,000	 	 	 	11.49425287	%
	Deutsche Bank Trust Company Americas
	 	$	22,500,000	 	 	 	10.34482759	%
	CIBC Inc.
	 	$	20,000,000	 	 	 	9.19540230	%
	UBS Loan Finance LLC
	 	$	10,000,000	 	 	 	4.59770115	%
	 	 	   
	Total
	 	$	217,500,000	 	 	 	100.00000000	%
	 	 	   






Schedule 2.01





 









 








ANNEX B TO

CREDIT AGREEMENT

SUPPLEMENT AND

AMENDMENT NO. 3




SCHEDULE 10.06




Processing and Recordation Fees




     The Administrative Agent will charge a processing and recordation fee (an “Assignment
Fee”) in the amount of $2,500 for each assignment; provided, however, that in
the event of two or more concurrent assignments to members of the same Assignee Group (which may be
effected by a suballocation of an assigned amount among members of such Assignee Group) or two or
more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $2,500 plus
the amount set forth below:



	 	 	 	 	 
	TRANSACTION	ASSIGNMENT FEE
	 
	 	 	 	 
	First four concurrent assignments or suballocations to
members of an Assignee Group (or from members of an
Assignee Group, as applicable)

	 	 	-0-	 
	 
	Each additional concurrent assignment or suballocation to a
member of such Assignee Group (or from a member of such
Assignee Group, as applicable)

	 	$	500	 




Schedule 10.06




 









 








ANNEX C TO

CREDIT AGREEMENT

SUPPLEMENT AND

AMENDMENT NO. 3




EXHIBIT E




ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and
agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are
several and not joint.]4 Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth herein in full.



     For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities
identified below (including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities5) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an]
“Assigned Interest”). [Such] [Each such] sale and assignment is without recourse





 




			
	1	 	For bracketed language here and elsewhere in this form relating to the
Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If
the assignment is from multiple Assignors, choose the second bracketed language.
	 
	2	 	For bracketed language here and elsewhere in this form relating to the
Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If
the assignment is to multiple Assignees, choose the second bracketed language.
	 
	3	 	Select as appropriate.
	 
	4	 	Include bracketed language if there are either multiple Assignors or multiple Assignees.
	 
	5	 	Include all applicable subfacilities.





E-1

Exhibit E





 









 







to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by [the][any] Assignor.





	1.	 	Assignor[s]:                                         
	 
	2.	 	Assignee[s]:                                         
	 
	 	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender if applicable]]
	 
	3.	 	Borrower(s): PolyMedica Corporation, a Massachusetts corporation
	 
	4.	 	Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement
	 
	5.	 	Credit Agreement: Credit Agreement, dated as of April 12, 2005 (as amended,
supplemented and modified), among PolyMedica Corporation, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer, and Swing Line
Lender.
	 
	6.	 	Assigned Interest[s]:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate	 	 	Amount of	 	 	Percentage	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	Commitment	 	 	Assigned of	 	 	 	 
	 	 	 	 	 	 	Commitment/Loans	 	 	/Loans	 	 	Commitment/	 	CUSIP
	Assignor[s]6	 	Assignee[s]7	 	 	for all Lenders	 	 	Assigned	 	 	Loans	 	Number
	 
	 	 	 	 	 	$	                    	 	 	$	                    	 	 	 	                    	%	 	 	 	 
	 
	 	 	 	 	 	$	                    	 	 	$	                    	 	 	 	                    	%	 	 	 	 
	 
	 	 	 	 	 	$	                    	 	 	$	                    	 	 	 	                    	%	 	 	 	 





[7.    Trade Date:                     ]8



Effective
Date:
                    , 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE AMENDMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]






 




			
	6	 	List each Assignor, as appropriate.
	 
	7	 	List each Assignee, as appropriate.
	 
	8	 	To be completed if the Assignor and the Assignee intend that the minimum assignment
amount is to be determined as of the Trade Date.





E-2

Exhibit E





 









 







The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASSIGNOR	 	 
	 	 	 	 	 	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 
 

Title:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ASSIGNEE	 	 
	 	 	 	 	 	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	 
 

Title:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[Consented to and] 9 Accepted:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A., as	 	 	 	 	 	 	 	 
	  Administrative Agent	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 
 

Title:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[Consented to:] 10	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 
 

Title:
	 	 	 	 	 	 	 	 








 




			
	9	 	To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.
	 
	10	 	To be added only if the consent of the
Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required
by the terms of the Credit Agreement.





E-3

Exhibit E





 









 








ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




STANDARD TERMS AND CONDITIONS FOR



ASSIGNMENT AND ASSUMPTION




     1. Representations and Warranties.



          1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document or (iv) the performance or observance by
the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.



          1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section
10.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents,
if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a
Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire
assets of the type represented by [the][such] Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire [the][such] Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement,
and has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such
other documents and information as it deems appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and
without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based
on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will
perform in accordance with their terms all of the obligations which by the terms of the Loan
Documents are required to be performed by it as a Lender.



E-4

Exhibit E




 









 





     2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to
but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date.



     3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the Law of the State of New York.



E-5

Exhibit E





 









 








ANNEX D TO

CREDIT AGREEMENT

SUPPLEMENT AND

AMENDMENT NO. 3




CONSENT




     This CONSENT, dated as of March ___, 2006 (this “Consent”), to the Amended Agreement
referred to below is delivered by each of the undersigned (each a “Subsidiary Guarantor”).



WITNESSETH:




     WHEREAS, in connection with the transactions contemplated by the Credit Agreement, dated as of
April 12, 2005 (as supplemented, amended and modified by the Credit Agreement Supplement and
Amendment dated as of May 24, 2005, Amendment and Limited Waiver No. 2, dated as of November 18,
2005, and the Consent, dated as of February 8, 2006 (the “Credit Agreement”), and as
further supplemented and amended by Credit Agreement Supplement and Amendment No. 3, dated the date
hereof (as so amended, supplemented and modified, the “Amended Agreement”), among
PolyMedica Corporation, a Massachusetts corporation, (the “Borrower”), the lenders from
time to time parties thereto (collectively, the “Lenders”), and Bank of America, N.A., as
administrative agent (in such capacity the “Administrative Agent”) for the Lenders, Swing
Line Lender and L/C Issuer and certain other agents parties thereto, each Subsidiary Guarantor has
executed and delivered to the Administrative Agent and the Lenders that certain Subsidiary
Guaranty, dated as of April 12, 2005 (the “Subsidiary Guaranty”; capitalized terms not
otherwise defined herein to have the meanings provided in the Amended Agreement and in the Credit
Agreement);



     WHEREAS, it is a condition of effectiveness of the Amended Agreement that each Subsidiary
Guarantor deliver to the Administrative Agent and the Lenders an executed counterpart of this
Consent;



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Subsidiary Guarantor hereby agrees, as follows:



     1. each Subsidiary Guarantor consents and agrees to the terms of (a) the Credit Agreement and
(b) the Amended Agreement;



     2. each Subsidiary Guarantor confirms and agrees that notwithstanding the effectiveness of the
Amended Agreement, the Subsidiary Guaranty is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness
of the Amended Agreement, each reference in the Subsidiary Guaranty to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit
Agreement, as amended by the Amended Agreement; and



     3. each Subsidiary Guarantor confirms that the Collateral Documents to which such
Subsidiary Guarantor is a party and all of the Collateral described therein do, and
shall continue to, secure the payment of all of the Obligations (in each case, as
defined the Credit Agreement , as amended by the Amended Agreement).



Form of Consent




 









 








     IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 	 	 
	 	 	[SUBSIDIARY GUARANTORS]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 






Signature Page

Form of Consent





 









 








ANNEX E TO

CREDIT AGREEMENT

SUPPLEMENT AND

AMENDMENT NO. 3




RESPONSIBLE OFFICER’S CERTIFICATE



POLYMEDICA CORPORATION




     The undersigned duly appointed and acting Responsible Officer of PolyMedica Corporation, a
Massachusetts corporation (the “Borrower”), in connection with the Credit Agreement
Supplement and Amendment No. 3, dated as of March [      ], 2006 (the “Credit Agreement
Supplement”), amending, supplementing and modifying certain provisions of the Credit Agreement
dated as of April 12, 2005 (as so amended and supplemented on May 24, 2005 and November 18, 2005
and the subject of a Consent dated as of February 8, 2006 (the “Credit Agreement”) and
further amended by the Credit Agreement Supplement, the “Amended Agreement”; capitalized
terms used herein without definition, having the meanings provided in the Amended Agreement and the
Credit Agreement), among the Borrower, the lenders from time to time parties thereto (collectively,
the “Lenders”), and Bank of America, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) for the Lenders, Swing Line Lender and L/C Issuer and certain other
agents parties thereto, DO HEREBY CERTIFY, as follows:




     (i) the representations and warranties of the Borrower made in this Certificate and in
the Loan Documents immediately after giving effect to the amendments and supplements
contemplated by the Amended Agreement on the date hereof, are true and correct in all
material respects on and as of the date hereof (i) except to the extent such representations
and warranties specifically refer to an earlier date, in which case they are true and
correct in all material respects as of such earlier date, (ii) except the representations
and warranties contained in subsections (a) and (b) of Section 5.05 of the Amended Agreement
shall be deemed to refer to the most recent financial statements furnished pursuant to
subsections (a) and (b), respectively, of Section 6.01 of the Amended Agreement, and (iii)
together with any additional items that will be disclosed on any updated Schedules required
to be supplemented pursuant to Section 6.02(b) on the next scheduled delivery date, as to
which the Borrower has notified the Administrative Agent in writing.




     (ii) after giving effect to the Credit Agreement Supplement, no event has occurred and
is continuing that constitutes a Default.



[Remainder of this page intentionally blank]




Form of Responsible Officer’s Certificate




 









 








IN WITNESS WHEREOF, the undersigned has executed this Responsible Officer’s Certificate this
__ day of March 2006.




	 	 	 	 	 	 	 
	 	 	POLYMEDICA CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 






Signature Page

Form of Responsible Officer’s Certificate