Exhibit 10.18

$60,000,000 SENIOR MULTI-CURRENCY REVOLVING CREDIT FACILITY

CREDIT AGREEMENT

by and among

VIASYS HEALTHCARE INC.

and

THE BANKS PARTY HERETO

and

ABN AMRO BANK N.V., as Administrative Agent

ABN AMRO INCORPORATED, as Lead Arranger

BANK OF AMERICA, N.A., as Co-Syndication Agent

KEY CORPORATE CAPITAL INC., as Co-Syndication Agent

Dated
May 31, 2002

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TABLE OF CONTENTS

|Section |                                            |                                                                      |                                                                                                        | Page
|------- | ------------------------------------------ | -------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ----
|1.      | CERTAIN DEFINITIONS                        |                                                                      | 1                                                                                                     
|        | 1.1                                        | Certain Definitions.                                                 |                                                                                                        | 1   
|        | 1.2                                        | Construction.                                                        |                                                                                                        | 15  
|        |                                            | 1.2.1.                                                               | Number; Inclusion.                                                                                     |     
|        |                                            | 1.2.2.                                                               | Determination.                                                                                         |     
|        |                                            | 1.2.3.                                                               | Agent's Discretion and Consent.                                                                        |     
|        |                                            | 1.2.4.                                                               | Documents Taken as a Whole.                                                                            |     
|        |                                            | 1.2.5.                                                               | Headings.                                                                                              |     
|        |                                            | 1.2.6.                                                               | Implied References to this Agreement.                                                                  |     
|        |                                            | 1.2.7.                                                               | Persons.                                                                                               |     
|        |                                            | 1.2.8.                                                               | Modifications to Documents.                                                                            |     
|        |                                            | 1.2.9.                                                               | From, To and Through.                                                                                  |     
|        |                                            | 1.2.10.                                                              | Shall; Will.                                                                                           |     
|        | 1.3                                        | Accounting Principles.                                               |                                                                                                        | 16  
|        | 1.4                                        | Dollar Equivalents.                                                  |                                                                                                        | 16  
|2.      | REVOLVING CREDIT AND SWING LOAN FACILITIES |                                                                      | 16                                                                                                    
|        | 2.1                                        | Revolving Credit Commitments.                                        |                                                                                                        | 16  
|        |                                            | 2.1.1.                                                               | Revolving Credit Loans.                                                                                |     
|        |                                            | 2.1.2.                                                               | Swing Loan Commitment.                                                                                 |     
|        |                                            | 2.1.3.                                                               | Voluntary Reduction of Revolving Credit Commitments.                                                   |     
|        | 2.2                                        | Nature of Banks' Obligations with Respect to Revolving Credit Loans. |                                                                                                        | 17  
|        | 2.3                                        | Commitment Fee.                                                      |                                                                                                        | 17  
|        | 2.4                                        | Revolving Credit Facility Fee.                                       |                                                                                                        | 17  
|        | 2.5                                        | Revolving Credit Loan Requests; Swing Loan Requests.                 |                                                                                                        | 17  
|        |                                            | 2.5.1.                                                               | Revolving Credit Loan Requests.                                                                        |     
|        |                                            | 2.5.2.                                                               | Swing Loan Requests.                                                                                   |     
|        | 2.6                                        | Making Revolving Credit Loans and Swing Loans.                       |                                                                                                        | 18  
|        |                                            | 2.6.1.                                                               | Making Revolving Credit Loans.                                                                         |     
|        |                                            | 2.6.2.                                                               | Making Swing Loans.                                                                                    |     
|        | 2.7                                        | Swing Loan Note.                                                     |                                                                                                        | 19  
|        | 2.8                                        | Use of Proceeds.                                                     |                                                                                                        | 19  
|        | 2.9                                        | Borrowings to Repay Swing Loans.                                     |                                                                                                        | 19  
|        | 2.10                                       | Utilization of Commitments in Optional Currencies.                   |                                                                                                        | 19  
|        |                                            | 2.10.1.                                                              | Periodic Computations of Dollar Equivalent Amounts of Loans and Letters of Credit Outstanding.         |     
|        |                                            | 2.10.2.                                                              | Notices From Banks That Optional Currencies Are Unavailable to Fund New Loans.                         |     
|        |                                            | 2.10.3.                                                              | Notices From Banks That Optional Currencies Are Unavailable to Fund Renewals of the Loan LIBOR Option. |     
|        |                                            | 2.10.4.                                                              | European Monetary Union.                                                                               |     
|        |                                            | 2.10.5.                                                              | Requests for Additional Optional Currencies.                                                           |     
|        | 2.11                                       | Letter of Credit Subfacility.                                        |                                                                                                        | 22  
|        |                                            | 2.11.1.                                                              | Issuance of Letters of Credit.                                                                         |     
|        |                                            | 2.11.2.                                                              | Letter of Credit Fees.                                                                                 |     
|        |                                            | 2.11.3.                                                              | Disbursements, Reimbursement.                                                                          |     
|        |                                            | 2.11.4.                                                              | Repayment of Participation Advances.                                                                   |     
|        |                                            | 2.11.5.                                                              | Documentation.                                                                                         |     

i

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|   |                | 2.11.6.                                                                     | Determinations to Honor Drawing Requests.                                                                       |    | 24
|-- | -------------- | --------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | -- | --
|   |                | 2.11.7.                                                                     | Nature of Participation and Reimbursement Obligations.                                                          |    | 24
|   |                | 2.11.8.                                                                     | Indemnity.                                                                                                      |    | 26
|   |                | 2.11.9.                                                                     | Liability for Acts and Omissions.                                                                               |    | 26
|   | 2.12           | Currency Repayments.                                                        |                                                                                                                 | 27
|   | 2.13           | Optional Currency Amounts.                                                  |                                                                                                                 | 27
|   | 2.14           | Re-Designation of Designated Foreign Subsidiary.                            |                                                                                                                 | 28
|3. | INTEREST RATES |                                                                             | 28                                                                                                             
|   | 3.1            | Interest Rate Options.                                                      |                                                                                                                 | 28
|   |                | 3.1.1.                                                                      | Revolving Credit Interest Rate Options.                                                                         |    | 28
|   |                | 3.1.2.                                                                      | Swing Loan Interest Rate Options.                                                                               |    | 28
|   |                | 3.1.3.                                                                      | Rate Quotations.                                                                                                |    | 29
|   |                | 3.1.4.                                                                      | Change in Fees or Interest Rates.                                                                               |    | 29
|   | 3.2            | Interest Periods.                                                           |                                                                                                                 | 29
|   |                | 3.2.1.                                                                      | Amount of Borrowing Tranche.                                                                                    |    | 29
|   |                | 3.2.2.                                                                      | Renewals.                                                                                                       |    | 29
|   | 3.3            | Interest After Default.                                                     |                                                                                                                 | 30
|   |                | 3.3.1.                                                                      | Letter of Credit Fees, Interest Rate.                                                                           |    | 30
|   |                | 3.3.2.                                                                      | Other Obligations.                                                                                              |    | 30
|   |                | 3.3.3.                                                                      | Acknowledgment.                                                                                                 |    | 30
|   | 3.4            | LIBOR Unascertainable; Illegality; Increased Costs; Deposits Not Available. |                                                                                                                 | 30
|   |                | 3.4.1.                                                                      | Unascertainable.                                                                                                |    | 30
|   |                | 3.4.2.                                                                      | Illegality; Increased Costs; Deposits Not Available.                                                            |    | 30
|   |                | 3.4.3.                                                                      | Agent's and Bank's Rights.                                                                                      |    | 31
|   | 3.5            | Selection of Interest Rate Options.                                         |                                                                                                                 | 31
|4. | PAYMENTS       |                                                                             | 31                                                                                                             
|   | 4.1            | Payments.                                                                   |                                                                                                                 | 31
|   | 4.2            | Pro Rata Treatment of Banks.                                                |                                                                                                                 | 32
|   | 4.3            | Interest Payment Dates.                                                     |                                                                                                                 | 32
|   | 4.4            | Voluntary Prepayments.                                                      |                                                                                                                 | 32
|   |                | 4.4.1.                                                                      | Right to Prepay.                                                                                                |    | 32
|   |                | 4.4.2.                                                                      | Replacement of a Bank.                                                                                          |    | 33
|   |                | 4.4.3.                                                                      | Change of Lending Office.                                                                                       |    | 34
|   | 4.5            | Mandatory Prepayments.                                                      |                                                                                                                 | 34
|   |                | 4.5.1.                                                                      | Currency Fluctuations.                                                                                          |    | 34
|   |                | 4.5.2.                                                                      | Application Among Interest Rate Options.                                                                        |    | 34
|   | 4.6            | Additional Compensation in Certain Circumstances.                           |                                                                                                                 | 34
|   |                | 4.6.1.                                                                      | Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. |    | 34
|   |                | 4.6.2.                                                                      | Indemnity.                                                                                                      |    | 35
|   | 4.7            | Interbank Market Presumption.                                               |                                                                                                                 | 36
|   | 4.8            | Taxes.                                                                      |                                                                                                                 | 36
|   |                | 4.8.1.                                                                      | No Deductions.                                                                                                  |    | 36
|   |                | 4.8.2.                                                                      | Stamp Taxes.                                                                                                    |    | 36
|   |                | 4.8.3.                                                                      | Indemnification for Taxes Paid by a Bank.                                                                       |    | 36
|   |                | 4.8.4.                                                                      | Certificate.                                                                                                    |    | 37
|   |                | 4.8.5.                                                                      | Survival.                                                                                                       |    | 37
|   | 4.9            | Judgment Currency.                                                          |                                                                                                                 | 37
|   |                | 4.9.1.                                                                      | Currency Conversion Procedures for Judgments.                                                                   |    | 37

ii

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|   |                                                         | 4.9.2.                                                  | Indemnity in Certain Events.                      |    | 37
|-- | ------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------------------- | -- | --
|   | 4.10                                                    | Notes.                                                  |                                                   | 37
|5. | REPRESENTATIONS AND WARRANTIES                          |                                                         | 37                                               
|   | 5.1                                                     | Representations and Warranties.                         |                                                   | 37
|   |                                                         | 5.1.1.                                                  | Organization and Qualification.                   |    | 37
|   |                                                         | 5.1.2.                                                  | Subsidiaries.                                     |    | 38
|   |                                                         | 5.1.3.                                                  | Power and Authority.                              |    | 38
|   |                                                         | 5.1.4.                                                  | Validity and Binding Effect.                      |    | 38
|   |                                                         | 5.1.5.                                                  | No Conflict.                                      |    | 38
|   |                                                         | 5.1.6.                                                  | Litigation.                                       |    | 39
|   |                                                         | 5.1.7.                                                  | Title to Properties.                              |    | 39
|   |                                                         | 5.1.8.                                                  | Financial Statements.                             |    | 39
|   |                                                         | Use of Proceeds; Margin Stock; Section 20 Subsidiaries. |                                                   | 40
|   |                                                         | 5.1.10.                                                 | Full Disclosure.                                  |    | 40
|   |                                                         | 5.1.11.                                                 | Taxes.                                            |    | 40
|   |                                                         | 5.1.12.                                                 | Consents and Approvals.                           |    | 41
|   |                                                         | 5.1.13.                                                 | No Event of Default; Compliance With Instruments. |    | 41
|   |                                                         | 5.1.14.                                                 | Patents, Trademarks, Copyrights, Licenses, Etc.   |    | 41
|   |                                                         | 5.1.15.                                                 | Insurance.                                        |    | 41
|   |                                                         | 5.1.16.                                                 | Compliance With Laws.                             |    | 41
|   |                                                         | 5.1.17.                                                 | Material Contracts; Burdensome Restrictions.      |    | 41
|   |                                                         | 5.1.18.                                                 | Investment Companies; Regulated Entities.         |    | 42
|   |                                                         | 5.1.19.                                                 | Plans and Benefit Arrangements.                   |    | 42
|   |                                                         | 5.1.20.                                                 | Employment Matters.                               |    | 42
|   |                                                         | 5.1.21.                                                 | Environmental Matters.                            |    | 43
|   |                                                         | 5.1.22.                                                 | Senior Debt Status.                               |    | 43
|   | 5.2                                                     | Continuation of Representations.                        |                                                   | 43
|6. | CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT |                                                         | 43                                               
|   | 6.1                                                     | First Loans and Letters of Credit.                      |                                                   | 43
|   |                                                         | 6.1.1.                                                  | Officer's Certificate.                            |    | 43
|   |                                                         | 6.1.2.                                                  | Secretary's Certificate.                          |    | 44
|   |                                                         | 6.1.3.                                                  | Delivery of Loan Documents.                       |    | 44
|   |                                                         | 6.1.4.                                                  | Opinion of Counsel.                               |    | 44
|   |                                                         | 6.1.5.                                                  | Legal Details.                                    |    | 44
|   |                                                         | 6.1.6.                                                  | Payment of Fees.                                  |    | 45
|   |                                                         | 6.1.7.                                                  | Consents.                                         |    | 45
|   |                                                         | 6.1.8.                                                  | Officer's Certificate Regarding MACs.             |    | 45
|   |                                                         | 6.1.9.                                                  | No Violation of Laws.                             |    | 45
|   |                                                         | 6.1.10.                                                 | No Actions or Proceedings.                        |    | 45
|   |                                                         | 6.1.11.                                                 | Repayment of Indebtedness.                        |    | 45
|   | 6.2                                                     | Each Additional Loan or Letter of Credit.               |                                                   | 45
|7. | COVENANTS                                               |                                                         | 46                                               
|   | 7.1                                                     | Affirmative Covenants.                                  |                                                   | 46
|   |                                                         | 7.1.1.                                                  | Preservation of Existence, Etc.                   |    | 46
|   |                                                         | 7.1.2.                                                  | Payment of Liabilities, Including Taxes, Etc.     |    | 46
|   |                                                         | 7.1.3.                                                  | Maintenance of Insurance.                         |    | 46
|   |                                                         | 7.1.4.                                                  | Maintenance of Properties and Leases.             |    | 47
|   |                                                         | 7.1.5.                                                  | Maintenance of Patents, Trademarks, Etc.          |    | 47

iii

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|   |         | 7.1.6.                  | Visitation Rights.                                   |    | 47
|-- | ------- | ----------------------- | ---------------------------------------------------- | -- | --
|   |         | 7.1.7.                  | Keeping of Records and Books of Account.             |    | 47
|   |         | 7.1.8.                  | Plans and Benefit Arrangements.                      |    | 47
|   |         | 7.1.9.                  | Compliance With Laws.                                |    | 47
|   |         | 7.1.10.                 | Use of Proceeds.                                     |    | 47
|   |         | 7.1.11.                 | Guarantors and Pledged Interests.                    |    | 48
|   |         | 7.1.12.                 | Senior Status of Obligations.                        |    | 48
|   |         | 7.1.13.                 | Pledge Agreements after Closing Date.                |    | 48
|   | 7.2     | Negative Covenants.     |                                                      | 49
|   |         | 7.2.1.                  | Indebtedness.                                        |    | 49
|   |         | 7.2.2.                  | Liens.                                               |    | 49
|   |         | 7.2.3.                  | Guaranties.                                          |    | 49
|   |         | 7.2.4.                  | Loans and Investments.                               |    | 49
|   |         | 7.2.5.                  | Liquidations, Mergers, Consolidations, Acquisitions. |    | 50
|   |         | 7.2.6.                  | Dispositions of Assets or Subsidiaries.              |    | 51
|   |         | 7.2.7.                  | Affiliate Transactions; Restricted Payments.         |    | 51
|   |         | 7.2.8.                  | Subsidiaries, Partnerships and Joint Ventures.       |    | 52
|   |         | 7.2.9.                  | Continuation of or Change in Business.               |    | 52
|   |         | 7.2.10.                 | Plans and Benefit Arrangements.                      |    | 52
|   |         | 7.2.11.                 | Fiscal Year.                                         |    | 52
|   |         | 7.2.12.                 | Capital Expenditures.                                |    | 52
|   |         | 7.2.13.                 | Maximum Leverage Ratio.                              |    | 53
|   |         | 7.2.14.                 | Minimum Interest Coverage Ratio.                     |    | 53
|   |         | 7.2.15.                 | Minimum Stockholders' Equity.                        |    | 53
|   | 7.3     | Reporting Requirements. |                                                      | 53
|   |         | 7.3.1.                  | Quarterly Financial Statements.                      |    | 53
|   |         | 7.3.2.                  | Annual Financial Statements.                         |    | 53
|   |         | 7.3.3.                  | Certificate of the Borrower.                         |    | 54
|   |         | 7.3.4.                  | Notice of Default.                                   |    | 54
|   |         | 7.3.5.                  | Notice of Litigation.                                |    | 54
|   |         | 7.3.6.                  | Sale of Assets.                                      |    | 54
|   |         | 7.3.7.                  | Budgets, Forecasts, Other Reports and Information.   |    | 54
|   |         | 7.3.8.                  | Notices Regarding Plans and Benefit Arrangements.    |    | 55
|8. | DEFAULT |                         | 56                                                  
|   | 8.1     | Events of Default.      |                                                      | 56
|   |         | 8.1.1.                  | Payments Under Loan Documents.                       |    | 56
|   |         | 8.1.2.                  | Breach of Warranty.                                  |    | 56
|   |         | 8.1.3.                  | Breach of Negative Covenants or Visitation Rights.   |    | 56
|   |         | 8.1.4.                  | Breach of Other Covenants.                           |    | 56
|   |         | 8.1.5.                  | Defaults in Other Agreements or Indebtedness.        |    | 57
|   |         | 8.1.6.                  | Final Judgments or Orders.                           |    | 57
|   |         | 8.1.7.                  | Loan Document Unenforceable.                         |    | 57
|   |         | 8.1.8.                  | Uninsured Losses; Proceedings Against Assets.        |    | 57
|   |         | 8.1.9.                  | Notice of Lien or Assessment.                        |    | 57
|   |         | 8.1.10.                 | Insolvency.                                          |    | 57
|   |         | 8.1.11.                 | Material Adverse Change.                             |    | 57
|   |         | 8.1.12.                 | Events Relating to Plans and Benefit Arrangements.   |    | 58
|   |         | 8.1.13.                 | Cessation of Business.                               |    | 58
|   |         | 8.1.14.                 | Change of Control.                                   |    | 58

iv

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|    |               | 8.1.15.                                                                 | Involuntary Proceedings.                                                                         |    | 58
|--- | ------------- | ----------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -- | --
|    |               | 8.1.16.                                                                 | Voluntary Proceedings.                                                                           |    | 59
|    | 8.2           | Consequences of Event of Default.                                       |                                                                                                  | 59
|    |               | 8.2.1.                                                                  | Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings.               |    | 59
|    |               | 8.2.2.                                                                  | Bankruptcy, Insolvency or Reorganization Proceedings.                                            |    | 59
|    |               | 8.2.3.                                                                  | Set-off.                                                                                         |    | 59
|    |               | 8.2.4.                                                                  | Suits, Actions, Proceedings.                                                                     |    | 60
|    |               | 8.2.5.                                                                  | Application of Proceeds; Collateral Sharing.                                                     |    | 60
|    |               | 8.2.6.                                                                  | Other Rights and Remedies.                                                                       |    | 61
|9.  | THE AGENT     |                                                                         | 61                                                                                              
|    | 9.1           | Appointment.                                                            |                                                                                                  | 61
|    | 9.2           | Delegation of Duties.                                                   |                                                                                                  | 61
|    | 9.3           | Nature of Duties; Independent Credit Investigation.                     |                                                                                                  | 61
|    | 9.4           | Actions in Discretion of Agent; Instructions From the Banks.            |                                                                                                  | 62
|    | 9.5           | Reimbursement and Indemnification of Agent by the Borrower.             |                                                                                                  | 62
|    | 9.6           | Exculpatory Provisions; Limitation of Liability.                        |                                                                                                  | 63
|    | 9.7           | Reimbursement and Indemnification of Agent by Banks.                    |                                                                                                  | 63
|    | 9.8           | Reliance by Agent.                                                      |                                                                                                  | 64
|    | 9.9           | Notice of Default.                                                      |                                                                                                  | 64
|    | 9.10          | Notices.                                                                |                                                                                                  | 64
|    | 9.11          | Banks in Their Individual Capacities; Agent in Its Individual Capacity. |                                                                                                  | 64
|    | 9.12          | Holders of Notes.                                                       |                                                                                                  | 64
|    | 9.13          | Equalization of Banks.                                                  |                                                                                                  | 65
|    | 9.14          | Successor Agent.                                                        |                                                                                                  | 65
|    | 9.15          | Agent's Fee.                                                            |                                                                                                  | 65
|    | 9.16          | Availability of Funds.                                                  |                                                                                                  | 65
|    | 9.17          | Calculations.                                                           |                                                                                                  | 66
|    | 9.18          | Beneficiaries.                                                          |                                                                                                  | 66
|10. | MISCELLANEOUS |                                                                         | 66                                                                                              
|    | 10.1          | Modifications, Amendments or Waivers.                                   |                                                                                                  | 66
|    |               | 10.1.1.                                                                 | Increase of Commitment; Extension of Expiration Date.                                            |    | 66
|    |               | 10.1.2.                                                                 | Extension of Payment; Reduction of Principal Interest or Fees; Modification of Terms of Payment. |    | 67
|    |               | 10.1.3.                                                                 | Release of Collateral or Guarantor.                                                              |    | 67
|    |               | 10.1.4.                                                                 | Miscellaneous.                                                                                   |    | 67
|    | 10.2          | No Implied Waivers; Cumulative Remedies; Writing Required.              |                                                                                                  | 67
|    | 10.3          | Reimbursement and Indemnification of Banks by the Borrower; Taxes.      |                                                                                                  | 67
|    | 10.4          | Holidays.                                                               |                                                                                                  | 68
|    | 10.5          | Funding by Branch, Subsidiary or Affiliate.                             |                                                                                                  | 68
|    |               | 10.5.1.                                                                 | Notional Funding.                                                                                |    | 68
|    |               | 10.5.2.                                                                 | Actual Funding.                                                                                  |    | 68
|    | 10.6          | Notices; Lending Offices.                                               |                                                                                                  | 69
|    | 10.7          | Severability.                                                           |                                                                                                  | 69
|    | 10.8          | Governing Law.                                                          |                                                                                                  | 70
|    | 10.9          | Prior Understanding.                                                    |                                                                                                  | 70
|    | 10.10         | Duration; Survival.                                                     |                                                                                                  | 70
|    | 10.11         | Successors and Assigns.                                                 |                                                                                                  | 70
|    | 10.12         | Confidentiality.                                                        |                                                                                                  | 71

v

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| |       | 10.12.1.                                                    | General.                                          |    | 72
| | ----- | ----------------------------------------------------------- | ------------------------------------------------- | -- | --
| |       | 10.12.2.                                                    | Sharing Information With Affiliates of the Banks. |    | 72
| | 10.13 | Counterparts.                                               |                                                   | 72
| | 10.14 | Agent's or Bank's Consent.                                  |                                                   | 72
| | 10.15 | Exceptions.                                                 |                                                   | 72
| | 10.16 | CONSENT TO FORUM; WAIVER OF JURY TRIAL.                     |                                                   | 72
| | 10.17 | Tax Withholding Clause.                                     |                                                   | 72
| | 10.18 | Joinder of Guarantors or Pledge under Pledge Agreement.     |                                                   | 73
| |       | 10.18.1.                                                    | Joinder                                           |    | 73
| |       | 10.18.2.                                                    | Pledge.                                           |    | 74
| | 10.19 | Limitations or Indemnification Obligations of Loan Parties. |                                                   | 74
| |       | 10.19.1.                                                    | Notices.                                          |    | 74
| |       | 10.19.2.                                                    | Exclusions.                                       |    | 74
| | 10.20 | Limitation on Damages.                                      |                                                   | 74
| | 10.21 | Concerning Agent Terms.                                     |                                                   | 74

vi

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LIST OF SCHEDULES AND EXHIBITS

|SCHEDULES          |  |   |  |                                                                
|------------------ |  | - |  | ---------------------------------------------------------------
|SCHEDULE 1.1(B)    |  |  |  | COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES; LENDING OFFICES
|SCHEDULE 1.1(P)    |  |  |  | PERMITTED LIENS                                                
|SCHEDULE 5.1.2     |  |  |  | SUBSIDIARIES                                                   
|SCHEDULE 5.1.12    |  |  |  | CONSENTS AND APPROVALS                                         
|SCHEDULE 7.2.1     |  |  |  | PERMITTED INDEBTEDNESS                                         
|SCHEDULE 7.2.3     |  |  |  | GUARANTY OF NICOLET BIOMEDICAL                                 
|SCHEDULE 7.2.4(ii) |  |  |  | EMPLOYEE LOANS                                                 
|EXHIBITS           |  |   |  |                                                                
|EXHIBIT 1.1(A)     |  |  |  | ASSIGNMENT AND ASSUMPTION AGREEMENT                            
|EXHIBIT 1.1(GJ)    |  |  |  | GUARANTOR JOINDER                                              
|EXHIBIT 1.1(GA)    |  |  |  | GUARANTY AGREEMENT                                             
|EXHIBIT 1.1(R)     |  |  |  | REVOLVING CREDIT NOTE                                          
|EXHIBIT 1.1(S)     |  |  |  | SWING LOAN NOTE                                                
|EXHIBIT 2.5.1      |  |  |  | REVOLVING CREDIT LOAN REQUEST                                  
|EXHIBIT 2.5.2      |  |  |  | SWING LOAN REQUEST                                             
|EXHIBIT 7.2.5      |  |  |  | ACQUISITION COMPLIANCE CERTIFICATE                             
|EXHIBIT 7.3.3      |  |  |  | QUARTERLY COMPLIANCE CERTIFICATE                               

vii

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CREDIT AGREEMENT

THISCREDIT AGREEMENT(this "Agreement") is dated May 31, 2002 and is made by and among VIASYS
HEALTHCARE INC., a Delaware corporation (the "Borrower"), each of the Guarantors (as hereinafter defined), the BANKS(as hereinafter defined), andABN
AMRO BANK N.V., in its capacity as administrative agent for the
Banks under this Agreement (hereinafter referred to in such capacity as the "Agent") andBANK OF AMERICA, N.A. andKEY CORPORATE
CAPITAL INC., as Co-Syndication Agents.

WITNESSETH:

WHEREAS,
the Borrower has requested the Banks to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $60,000,000; and

WHEREAS,
the revolving credit facility shall be used by the Borrower (i) to refinance existing indebtedness of the Borrower, (ii) for working capital, (iii) for
permitted acquisitions, and (iv) for general corporate purposes of the Borrower; and

WHEREAS,
the Guarantors referred to herein are required as a condition to the making of the Loans to guarantee, and have agreed to guarantee the Obligations, jointly and severally,
pursuant to the terms of the Guaranty referred to herein; and

WHEREAS,
the Banks are willing to provide such credit upon the terms and conditions hereinafter set forth.

NOW,
THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as
follows:

1.CERTAIN DEFINITIONS

1.1Certain Definitions.

In
addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly
requires otherwise:



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PRICING GRID

|Revolving Credit Pricing Grid (in basis points per annum)
|---------------------------------------------------------
|
|I                                                        
|II                                                       

For
periods prior to the date in respect of which the Applicable Margin is first calculated according to the table set forth above, the Applicable Margin shall be at "Level II" shown on
the chart above.



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LIBOR =

Average of London interbank offered rates quotedby BBA or appropriate successor as shown onDow Jones Markets Service display page 37501.00- LIBOR Reserve Percentage


The
LIBOR shall be adjusted with respect to any Loan to which the LIBOR Option applies that is outstanding on the effective date of any change in the LIBOR Reserve Percentage as of such effective
date. The Agent shall give prompt notice to the Borrower of the LIBOR as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.



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1.2Construction.

Unless
the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents:



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1.3Accounting Principles.

Except
as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this
Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such
terms by GAAP;provided, however, that all accounting terms used in Section 7.2 [Negative Covenants] (and all defined
terms used in the definition of any accounting term used in Section 7.2 shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a
basis consistent with those used in preparing the Annual Statements referred to in Section 5.1.8(i) [Historical Statements]. In the event of any change after the date
hereof in GAAP, and if such change would result in the inability to determine compliance with the financial covenants set forth in Section 7.2 based upon the Borrower's regularly prepared
financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial
covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with the Borrower's financial statements at that time.

1.4Dollar Equivalents.

In
calculating the Commitments, Letter of Credit Outstandings, Revolving Facility Usage and other measures, including the repayment of any Obligation hereunder, each such measure shall
be expressed as a Dollar Equivalent as needed.

2.REVOLVING CREDIT AND SWING LOAN FACILITIES

2.1Revolving Credit Commitments.



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2.2Nature of Banks' Obligations with Respect to Revolving Credit Loans.

Each
Bank shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.5.1 [Revolving Credit Loan Requests] in
accordance with its Ratable Share. The aggregate Dollar Equivalent amount of each Bank's Revolving Credit Loans outstanding hereunder to the Borrower at any time shall never exceed its Revolving
Credit Commitment minus its Ratable Share of the Dollar Equivalent amount of Letters of Credit Outstanding, subject to Section 4.5.1. The obligations of each Bank hereunder are several. The
failure of any Bank to perform its obligations hereunder shall not affect the Obligations of the Borrower to any other party nor shall any other party be liable for the failure of such Bank to perform
its obligations hereunder. The Banks shall have no obligation to make Revolving Credit Loans hereunder on or after the Expiration Date.

2.3Commitment Fee.

Accruing
from the date hereof until the Expiration Date, the Borrower agrees to pay to the Agent for the account of each Bank, as consideration for such Bank's participation in the
credit facilities hereunder, a nonrefundable commitment fee equal to the applicable percentage under the heading "Commitment Fee" in the definition of Applicable Margin (the "Commitment Fee"),
calculated on a per annum basis (based on a 360 day year and the actual days elapsed) under the Pricing Grid, multiplied by
each Bank's unused Revolving Credit Commitment. All Commitment Fees shall be payable in arrears on the first Business Day of each calendar quarter after the date hereof and on the Expiration Date or
upon acceleration of the Notes. For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swing Loans. For
the purpose of calculating Commitment Fees in respect of Revolving Credit Commitments, any portion of the Revolving Credit Commitments unavailable due to outstanding Letters of Credit shall be deemed
to be used amounts.

2.4Revolving Credit Facility Fee.

The
Borrower agrees to pay to the Agent for the account of each Bank, as consideration for such Bank's Revolving Credit Commitment, a nonrefundable facility fee established and agreed to
prior to the date hereof and payable on the Closing Date.

2.5Revolving Credit Loan Requests; Swing Loan Requests.



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2.6Making Revolving Credit Loans and Swing Loans.



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2.7Swing Loan Note.

The
obligation of the Borrower to repay the unpaid principal amount of the Swing Loans made to it by ABN AMRO together with interest thereon shall be evidenced by a demand promissory
note of the Borrower dated the Closing Date in substantially the form attached hereto asExhibit 1.1(S)payable to the order of ABN AMRO in a
face amount equal to the Swing Loan Commitment.

2.8Use of Proceeds.

The
proceeds of the Revolving Credit Loans shall be used by the Borrower (a) to refinance existing indebtedness, including the repayment of all principal and interest owing to
Thermo Electron, (b) for working capital, (c) for Permitted Acquisitions, and (d) for general corporate purposes of the Borrower.

2.9Borrowings to Repay Swing Loans.

ABN
AMRO may, at its option, exercisable at any time for any reason whatsoever, demand repayment of the Swing Loans, and each Bank shall make a Revolving Credit Loan in an amount equal
to such Bank's Ratable Share of the aggregate principal amount of the outstanding Swing Loans, plus, if ABN AMRO so requests, accrued interest thereon,provided
thatno Bank shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment andprovided
furtherthat the Borrower shall repay, and ABN AMRO shall demand that Swing Loans be repaid, within fourteen (14) days after the making of each Swing Loan (and not after
the Expiration Date). Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with
Section 2.5.1 without regard to any of the requirements of that provision. ABN AMRO shall provide notice to the Banks (which may be telephonic or written notice by letter or facsimile) that
such Revolving Credit Loans are to be made under this Section 2.9 and of the apportionment among the Banks, and the Banks shall be unconditionally obligated to fund such Revolving Credit Loans
(whether or not the conditions specified in Section 2.5.1 are then satisfied) by the time ABN AMRO so requests, which shall not be earlier than 2:00 p.m. New York time on the next
Business Day after the date the Banks receive such notice from ABN AMRO.

2.10Utilization of Commitments in Optional Currencies.



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2.11Letter of Credit Subfacility.



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2.12Currency Repayments.

Notwithstanding
anything contained herein to the contrary, the entire amount of principal of and interest on any Loan made in an Optional Currency shall be repaid in the same Optional
Currency in which such Loan was made, provided, however, that if it is impossible or illegal for Borrower to effect payment of a Loan in the Optional Currency in which such Loan was made, or if
Borrower defaults in its obligations to do so, the Required Banks may at their option permit such payment to be made (i) at and to a different location, subsidiary, affiliate or correspondent
of Agent, or (ii) in the Equivalent Amount of Dollars or (iii) in an Equivalent Amount of such other currency (freely convertible into Dollars) as the Required Banks may solely at their
option designate. Upon any events described in (i)
through (iii) of the preceding sentence, Borrower shall make such payment and Borrower agrees to hold each Bank harmless from and against any loss incurred by any Bank arising from the cost to such
Bank of any premium, any costs of exchange, the cost of hedging and covering the Optional Currency in which such Loan was originally made, and from any change in the value of Dollars, or such other
currency, in relation to the Optional Currency that was due and owing. Such loss shall be calculated for the period commencing with the first day of the Interest Period for such Loan and continuing
through the date of payment thereof. Without prejudice to the survival of any other agreement of Borrower hereunder, Borrower's obligations under this Section 2.12 shall survive termination of
this Agreement.

2.13Optional Currency Amounts.

Notwithstanding
anything contained herein to the contrary, Agent may, with respect to notices by Borrower for Loans in an Optional Currency or voluntary prepayments of less than the full
amount of an Optional Currency Borrowing Tranche, engage in reasonable rounding of the Optional Currency amounts requested to be loaned or repaid; and, in such event, Agent shall promptly notify
Borrower and the Banks of such rounded amounts and Borrower's request or notice shall thereby be deemed to reflect such rounded amounts.

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2.14Re-Designation of Designated Foreign Subsidiary.

A
Foreign Subsidiary which is a Designated Foreign Subsidiary may, at the Borrower's option, cease to be a Designated Foreign Subsidiary by (i) the Borrower delivering written
notice to the Agent and the Banks of the same at least ten (10) Business Days prior to the proposed effective date of a re-designation under this Section 2.14 and
(ii) causing 65% of the Subsidiary Shares, LLC Interests or Partnership Interests of such Foreign Subsidiary to be subject to a perfected first-priority Lien in favor of the Agent under
a Pledge Agreement. Such re-designation shall be effective on the later to occur of items (i) and (ii) above.

3.INTEREST RATES

3.1Interest Rate Options.

The
Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the Base Rate Option or LIBOR Option set forth below applicable
to the Loans, it being understood that, subject to the provisions of this Agreement, the Borrower may select different Interest Rate Options and different Interest Periods to apply simultaneously to
the Loans comprising different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans comprising any Borrowing Tranche, provided thatthere shall not be at any one time outstanding more than five (5) Borrowing Tranches in the aggregate among all of the Loans. If at
any time the designated rate applicable to any Loan made by any Bank exceeds such Bank's highest lawful rate, the rate of interest on such Bank's Loan shall be limited to such Bank's highest lawful
rate. Interest on the principal amount of each Loan made in an Optional Currency shall be paid by the Borrower in such Optional Currency.



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3.2Interest Periods.

At
any time when the Borrower shall select, convert to or renew a LIBOR Option, the Borrower shall notify the Agent thereof at its Principal Office by delivering a Loan Request at least
four (4) Business Days prior to the effective date of such Interest Rate Option, with respect to an Optional Currency Loan, and three (3) Business Days prior to the effective date of
such Interest Rate Option, with respect to a Dollar Loan. The notice shall specify an Interest Period during which such Interest Rate Option
shall apply. Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a LIBOR Option:



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3.3Interest After Default.

To
the extent permitted by Law, upon the occurrence of an Event of Default and until such time such Event of Default shall have been cured or waived:



3.4LIBOR Unascertainable; Illegality; Increased Costs; Deposits Not Available.



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3.5Selection of Interest Rate Options.

If
the Borrower fails to select a new Interest Period or Optional Currency to apply to any Borrowing Tranche of Loans under the LIBOR Option at the expiration of an existing Interest
Period applicable to such Borrowing Tranche in accordance with the provisions of Section 3.2 [Interest Periods], the Borrower shall be deemed to have converted such
Borrowing Tranche to the Base Rate Option or to a Dollar Loan, as applicable, commencing upon the last day of the existing Interest Period.

4.PAYMENTS

4.1Payments.

All
payments and prepayments to be made in respect of principal, interest, Commitment Fees, Revolving Credit Facility Fees, Letter of Credit Fees, Agent's Fee or other fees or amounts
due from the Borrower hereunder or in connection herewith shall be payable prior to 2:00 p.m., New York time, on the date when due without presentment, demand, protest, or notice of any kind,
all of which are hereby expressly waived by the Borrower, and without set-off, counterclaim, or other deduction of any nature, and an action therefor shall immediately accrue. Such
payments shall be made to the Agent at its Principal Office, or at such location as Agent shall otherwise direct, for the account of ABN AMRO with respect to the Swing Loans and for the ratable
accounts of the Banks with respect to the

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Revolving Credit Loans, in U.S. Dollars except that payments of principal or interest shall be made in the currency in which such Loan was made, and in immediately available funds, and the Agent
shall promptly distribute such amounts to the Banks in immediately available funds,provided thatin the event payments are received by
2:00 p.m., New York time, by the Agent with respect to the Loans and such payments are not distributed to the Banks on the same day received by the Agent, the Agent shall pay the Banks the
Federal Funds Effective Rate in the case of Loans or other amounts due in Dollars, or the Overnight Rate in the case of Loans or other amounts due in an Optional Currency, with respect to the amount
of such payments for each day held by the Agent and not distributed to the Banks. The Agent's and each Bank's statement of account, ledger, or other relevant record shall, in the absence of manifest
error, be conclusive as the statement of the amount of principal of and interest on the Loans and other amounts owing under this Agreement (including the Equivalent Amounts of the applicable
currencies where such computations are required) and shall be deemed an "account stated."

4.2Pro Rata Treatment of Banks.

Each
borrowing of Revolving Credit Loans shall be allocated to each Bank according to its Ratable Share, and each selection of, conversion to, or renewal of any Interest Rate Option
applicable to Revolving Credit Loans and each payment or prepayment by the Borrower with respect to principal or interest on the Revolving Credit Loans or Commitment Fees, Revolving Credit Facility
Fees, Letter of Credit Fees, or other fees (except for the Agent's Fee or other amounts due from the Borrower hereunder to the Banks with respect to the Revolving Credit Loans, shall (except as
provided in Section 3.4.3 [Agent's and Bank's Rights] in the case of an event specified in Section 3.4 [LIBOR Unascertainable; Etc.],
Section 4.4.2 [Replacement of a Bank] or Section 4.6 [Additional Compensation in Certain Circumstances]) be made in proportion to the
applicable Revolving Credit Loans outstanding from each Bank and, if no such Loans are then outstanding, in proportion to the Ratable Share of each Bank. Notwithstanding any of the foregoing, each
borrowing or payment or prepayment by the Borrower of principal, interest, fees or other amounts from the Borrower with respect to Swing Loans shall be made by or to ABN AMRO according to
Section 2.

4.3Interest Payment Dates.

Interest
on Loans to which the Base Rate Option applies shall be due and payable in arrears on the first Business Day of each January, April, July and October after the date hereof and
on the Expiration Date or upon acceleration of any Loan. Interest on Loans to which the LIBOR Option applies shall be
due and payable in the currency in which such Loan was made on the last day of each Interest Period for those Loans and, if such Interest Period is longer than three (3) Months, also on the
90th day of such Interest Period. Interest on mandatory prepayments of principal under Section 4.5 [Mandatory Prepayments] shall be made in the currency in which such
Loan was made and shall be due on the date such mandatory prepayment is due. Interest on the principal amount of each Loan or other monetary Obligation shall be due and payable in the currency in
which such Loan was made on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated maturity date, upon acceleration or otherwise).

4.4Voluntary Prepayments.



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4.5Mandatory Prepayments.



4.6Additional Compensation in Certain Circumstances.



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4.7Interbank Market Presumption.

For
all purposes of this Agreement and each Note with respect to any aspects of the LIBOR, any Loan under the LIBOR Option or any Optional Currency, each Bank and Agent shall be presumed
to have obtained rates, funding, currencies, deposits, and the like in the applicable interbank market regardless whether it did so or not; and, each Bank's and Agent's determination of amounts
payable under, and actions required or authorized by, Sections 3.4 [LIBOR Unascertainable, Etc.] and 4.6 [Additional Compensation in Certain
Circumstances] shall be calculated, at each Bank's and Agent's option, as though each Bank and Agent funded its Percentage Interest in each Borrowing Tranche of Loans under the LIBOR
Option through the purchase of deposits of the types and maturities corresponding to the
deposits used as a reference in accordance with the terms hereof in determining the LIBOR applicable to such Loans, whether in fact that is the case.

4.8Taxes.



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4.9Judgment Currency.



4.10Notes.

Upon
the request of any Bank, the Revolving Credit Loans made by such Bank may be evidenced by a Revolving Credit Note in the form of Exhibit 1.1(R).

5.REPRESENTATIONS AND WARRANTIES

5.1Representations and Warranties.

The
Loan Parties, jointly and severally, represent and warrant to the Agent and each of the Banks as follows:



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5.2Continuation of Representations.

The
Loan Parties make the representations and warranties in this Section 5 on the date hereof and the Closing Date, and make such representations and warranties in all material
respects on each date thereafter on which a Loan is made or a Letter of Credit is issued as provided in and subject to Sections 6.1 [First Loans and Letters of Credit] and 6.2
[Each Additional Loan or Letter of Credit].

6.CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

The
obligation of each Bank to make Loans and of the Agent to issue Letters of Credit hereunder is subject to the performance by each of the Loan Parties of its Obligations to be
performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions:

6.1First Loans and Letters of Credit.

On the Closing Date:



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6.2Each Additional Loan or Letter of Credit.

At
the time of making any Loans or issuing any Letters of Credit other than Loans made or Letters of Credit issued on the Closing Date and after giving effect to the proposed extensions
of credit: the representations and warranties of the Loan Parties contained in Section 5 and in the other Loan Documents shall be true on and as of the date of such additional Loan or Letter of
Credit in all material respects with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which expressly relate
solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific

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dates or times referred to therein) and the Loan Parties shall have performed and complied in all material respects with all covenants and conditions hereof; after giving effect to such Loan or such
issuance, the Borrower would not be in violation of Section 7.2.13 [Maximum Leverage Ratio]; no Event of Default or Potential Default shall have occurred and be
continuing or shall exist; the making of the Loans or issuance of such Letter of Credit shall not contravene in any material way any Law applicable to any Loan Party or Subsidiary of any Loan Party or
any of the Banks; and the Borrower shall have
delivered to the Agent a duly executed and completed Loan Request or application for a Letter of Credit as the case may be.

7.COVENANTS

7.1Affirmative Covenants.

The
Loan Parties, jointly and severally, covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings, and interest thereon,
expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties' other Obligations under the Loan Documents and termination of the Commitments, the Loan Parties shall
comply at all times with the following affirmative covenants:



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7.2Negative Covenants.

The
Loan Parties, jointly and severally, covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings and interest thereon,
expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder and termination of the Commitments, the Loan Parties shall comply with the
following negative covenants:



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7.3Reporting Requirements.

The
Loan Parties, jointly and severally, covenant and agree that until payment in full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings and interest thereon,
expiration or termination of all Letters of Credit, satisfaction of all of the Loan Parties' other Obligations hereunder and under the other Loan Documents and termination of the Commitments, the Loan
Parties will furnish or cause to be furnished to the Agent and each of the Banks:



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The
Borrower shall also notify the Banks promptly of the enactment or adoption of any Law of which the Borrower has knowledge which may result in a Material Adverse Change.



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8.DEFAULT

8.1Events of Default.

An
Event of Default shall mean the occurrence or existence of any one or more of the following events or conditions (whatever the reason therefor and whether voluntary, involuntary or
effected by operation of Law):



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8.2Consequences of Event of Default.



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9.THE AGENT

9.1Appointment.

Each
Bank hereby irrevocably designates, appoints and authorizes ABN AMRO to act as Agent for such Bank under this Agreement and to execute and deliver or accept on behalf of each of the
Banks the other Loan Documents. Each Bank hereby irrevocably authorizes the Agent to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents and any other instruments and agreements referred to herein, and to exercise such powers and to perform such duties
hereunder as are specifically delegated to or required of the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. ABN AMRO agrees to act as the Agent on behalf
of the Banks to the extent provided in this Agreement.

9.2Delegation of Duties.

The
Agent may perform any of its duties hereunder by or through agents or employees (providedsuch delegation does not constitute a
relinquishment of its duties as Agent) and, subject to Sections 9.5 [Reimbursement of Agent by Borrower, Etc.] and 9.6 [Exculpatory Provisions; Limitation of
Liability], shall be entitled to engage and pay for the advice or services of any attorneys, accountants or other experts concerning all matters pertaining to its duties hereunder and to
rely upon any advice so obtained.

9.3Nature of Duties; Independent Credit Investigation.

The
Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants, functions, responsibilities, duties, obligations, or
liabilities shall be read into this Agreement or otherwise exist. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a
fiduciary or trust relationship in respect of any Bank; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in
respect of this Agreement except as expressly set forth herein. Without limiting the generality of the foregoing, the use of the

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term "agent" in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.
Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Bank expressly
acknowledges (i) that the Agent has not made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of any of the Loan
Parties, shall be deemed to constitute any representation or warranty by the Agent to any Bank; (ii) that it has made and will continue to make, without reliance upon the Agent, its own
independent investigation of the financial condition and affairs and its own appraisal of the creditworthiness of each of the Loan Parties in connection with this Agreement and the making and
continuance of the Loans hereunder; and (iii) except as expressly provided herein, that the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any
Bank with any credit or other information with respect thereto, whether coming into its possession before the making of any Loan or at any time or times thereafter.

9.4Actions in Discretion of Agent; Instructions From the Banks.

The
Agent agrees, upon the written request of the Required Banks, to take or refrain from taking any action of the type specified as being within the Agent's rights, powers or discretion
herein,provided thatthe Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this
Agreement or any other Loan Document or applicable Law. In the absence of a request by the Required Banks, the Agent shall have authority, in its sole discretion, to take or not to take any such
action, unless this Agreement specifically requires the consent of the Required Banks or all of the Banks. Any action taken or failure to act pursuant to such instructions or discretion shall be
binding on the Banks, subject to Section 9.6 [Exculpatory Provisions, Etc.]. Subject to the provisions of Section 9.6 [Exculpatory Provisions;
Limitation of Liability], no Bank shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the
instructions of the Required Banks, or in the absence of such instructions, in the absolute discretion of the Agent.

9.5Reimbursement and Indemnification of Agent by the Borrower.

The
Borrower unconditionally agrees to pay or reimburse the Agent and hold the Agent harmless against (a) liability for the payment of all reasonable
out-of-pocket costs, expenses and disbursements, including reasonable fees and expenses of counsel (including the allocated costs of staff counsel), appraisers and
environmental consultants, incurred by the Agent (i) in connection with the development, negotiation, preparation, printing, execution, administration, syndication, interpretation and
performance of this Agreement and the other Loan Documents, (ii) relating to any requested amendments, waivers or consents pursuant to the provisions hereof, (iii) in connection with the
enforcement of this Agreement or any other Loan Document or collection of amounts due hereunder or thereunder or the proof and allowability of any claim arising under this Agreement or any other Loan
Document, whether in bankruptcy or receivership proceedings or otherwise, and (iv) in any workout or restructuring or in connection with the protection, preservation, exercise or enforcement of
any of the terms hereof or of any rights hereunder or under any other Loan Document or in connection with any foreclosure, collection or bankruptcy proceedings, and (b) all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the
Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Agent hereunder or thereunder. In addition,
the Borrower agrees to reimburse and pay all reasonable out-of-pocket expenses of the Agent's regular employees and agents engaged periodically to perform audits of the Loan
Parties' books, records and business properties.

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9.6Exculpatory Provisions; Limitation of Liability.

Neither
the Agent nor any of its directors, officers, employees, agents, attorneys or Affiliates shall (a) be liable to any Bank for any action taken or omitted to be taken by it
or them hereunder, or in connection herewith including pursuant to any Loan Document, unless caused by its or their own gross negligence or willful misconduct, (b) be responsible in any manner
to any of the Banks for the effectiveness, enforceability, genuineness, validity or the due execution of this Agreement or any other Loan Documents or for any recital, representation, warranty,
document, certificate, report or statement herein or made or furnished under or in connection with this Agreement or any other Loan Documents, or (c) be under any obligation to any of the Banks
to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions hereof or thereof on the part of the Loan Parties, or the financial condition of the Loan
Parties, or the existence or possible existence of any Event of Default or Potential Default. No claim may be made by any of the Loan Parties, any Bank, the Agent or any of their respective
Subsidiaries against the Agent, any Bank or any of their respective directors, officers, employees, agents, attorneys or Affiliates, or any of them, for any special, indirect or consequential damages
or, to the fullest extent permitted by Law, for any punitive damages in respect of any claim or cause of action (whether based on contract, tort, statutory liability, or any other ground) based on,
arising out of or related to any Loan Document or the transactions contemplated hereby or any act, omission or event occurring in connection therewith, including the negotiation, documentation,
administration or collection of the Loans, and each of the Loan Parties, (for itself and on behalf of each of its Subsidiaries), the Agent and each Bank hereby waive, releases and agree never to sue
upon any claim for any such damages, whether such claim now exists or hereafter arises and whether or not it is now known or suspected to exist in its favor. Each Bank agrees that, except for notices,
reports and other documents expressly required to be furnished to the Banks by the Agent hereunder or given to the Agent for the account of or with copies for the Banks, the Agent and each of its
directors, officers, employees, agents, attorneys or Affiliates shall not have any duty or responsibility to provide any Bank with an credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of the Loan Parties which may come into the possession of the Agent or any of its directors, officers, employees, agents,
attorneys or Affiliates.

9.7Reimbursement and Indemnification of Agent by Banks.

Each
Bank agrees to reimburse and indemnify the Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its
Ratable Share from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including attorneys' fees and disbursements
(including the allocated costs of staff counsel), and costs of appraisers and environmental consultants, of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the
Agent, in its capacity as such, in any way relating to or arising out of this Agreement or any other Loan Documents or any action taken or omitted by the Agent hereunder or thereunder, provided thatno
Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements (a) if the same results from the Agent's gross negligence or willful misconduct, or (b) if such Bank was not given notice of the subject claim and the
opportunity to participate in the defense thereof, at its expense (except that such Bank shall remain liable to the extent such failure to give notice does not result in a loss to the Bank), or
(c) if the same results from a compromise and settlement agreement entered into without the consent of such Bank, which shall not be unreasonably withheld. In addition, each Bank agrees
promptly upon demand to reimburse the Agent (to the extent not reimbursed by the Borrower and without limiting the Obligation of the Borrower to do so) in proportion to its Ratable Share for all
amounts due and payable by the Borrower to the Agent in connection with the Agent's periodic audit of the Loan Parties' books, records and business properties.

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9.8Reliance by Agent.

The
Agent shall be entitled to rely upon any writing, telegram, telex or teletype message, resolution, notice, consent, certificate, letter, cablegram, statement, order or other document
or conversation by telephone or otherwise believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon the advice and opinions of counsel
and other professional advisers selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first be indemnified to its satisfaction
by the Banks against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

9.9Notice of Default.

The
Agent shall not be deemed to have knowledge or notice of the occurrence of any Potential Default or Event of Default except with respect to defaults in the payment of principal,
interest and fees required to be paid to Agent on account of Banks unless the Agent has received written notice from a Bank or the Borrower referring to this Agreement, describing such Potential
Default or Event of Default and stating that such notice is a "notice of default."

9.10Notices.

The
Agent shall promptly send to each Bank a copy of all notices received from the Borrower pursuant to the provisions of this Agreement or the other Loan Documents promptly upon receipt
thereof. The Agent shall promptly notify the Borrower and the other Banks of each change in the ABR and the effective date thereof.

9.11Banks in Their Individual Capacities; Agent in Its Individual Capacity.

With
respect to its Revolving Credit Commitment, the Revolving Credit Loans made by it and any other rights and powers given to it as a Bank hereunder or under any of the other Loan
Documents, the Agent shall have the same rights and powers hereunder as any other Bank and may exercise the same as though it were not the Agent, and the term "Bank" and "Banks" shall, unless the
context otherwise indicates, include the Agent in its individual capacity. ABN AMRO and its Affiliates and
each of the Banks and their respective Affiliates may, without liability to account, except as prohibited herein, make loans to, issue letters of credit for the account of, acquire equity interests
in, accept deposits from, discount drafts for, act as trustee under indentures of, and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with, the Loan
Parties and their Affiliates, in the case of the Agent, as though it were not acting as Agent hereunder and in the case of each Bank, as though such Bank were not a Bank hereunder, in each case
without notice to or consent of the other Banks. The Banks acknowledge that, pursuant to such activities, the Agent or its Affiliates may (i) receive information regarding the Loan Parties or
any of their Subsidiaries or Affiliates (including information that may be subject to confidentiality obligations in favor of the Loan Parties or such Subsidiary or Affiliate) and acknowledge that the
Agent shall be under no obligation to provide such information to them, and (ii) accept fees and other consideration from the Loan Parties for services in connection with this Agreement and
otherwise without having to account for the same to the Banks.

9.12Holders of Notes.

The
Agent may deem and treat any payee of any Note as the owner thereof for all purposes hereof unless and until written notice of the assignment or transfer thereof shall have been
filed with the Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of any Note shall be conclusive and
binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor.

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9.13Equalization of Banks.

The
Banks and the holders of any participations in any Commitments or Loans or other rights or obligations of a Bank hereunder agree among themselves that, with respect to all amounts
received by any Bank or any such holder for application on any Obligation hereunder or under any such participation, whether received by voluntary payment, by realization upon security, by the
exercise of the right of set-off or banker's lien, by counterclaim or by any other non-pro rata source, equitable adjustment will be made in the manner stated in the following
sentence so that, in effect, all such excess amounts will be shared ratably among the Banks and such holders in proportion to their interests in payments on the Loans, except as otherwise provided in
Section 3.4.3 [Agent's and Bank's Rights], 4.4.2 [Replacement of a Bank] or 4.6 [Additional Compensation in Certain
Circumstances]. The Banks or any such holder receiving any such amount shall purchase for cash from each of the other Banks an interest in such Bank's Loans in such amount as shall result
in a ratable participation by the Banks and each such holder in the aggregate unpaid amount of the Loans,provided thatif all or any portion of such
excess amount is thereafter recovered from the Bank or the holder making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with
interest or other amounts, if any, required by law (including court order) to be paid by the Bank or the holder making such purchase.

9.14Successor Agent.

The
Agent (i) may resign as Agent or (ii) shall resign if such resignation is requested by the Required Banks (if the Agent is a Bank, the Agent's Loans and its Commitment
shall be considered in determining whether the Required Banks have requested such resignation) or required by Section 4.4.2 [Replacement of a Bank], in either case of
(i) or (ii) by giving not less than thirty (30) days' prior written notice to the Borrower. If the Agent shall resign under this Agreement, then either (a) the Required
Banks shall appoint from among the Banks a successor agent for the Banks, subject to the consent of the Borrower (such consent not to be unreasonably withheld, nor, when there exists an Event of
Default, required) or (b) if a successor agent shall not be so appointed and approved within the thirty (30) day period following the Agent's notice to the Banks of its resignation, then
the Agent shall appoint, with the consent of the Borrower (such consent not to be unreasonably withheld nor, when there exists an Event of Default, required) a successor agent who shall serve as Agent
until such time as the Required Banks appoint and the Borrower consents to the appointment of a successor agent. Upon its appointment pursuant to either clause (a) or (b) above, such
successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers
and duties as Agent shall be terminated without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the resignation of any Agent hereunder,
the provisions of this Section 9 shall inure to the benefit of such former Agent and such former Agent shall not by reason of such resignation be deemed to be released from liability for any
actions taken or not taken by it while it was an Agent under this Agreement.

9.15Agent's Fee.

The
Borrower shall pay a nonrefundable fee to the Administrative Agent (the "Agent's Fee") for Agent's services hereunder under the terms of a letter dated March 19, 2002 (the
"Agent's Letter") between the Borrower and Agent, as amended from time to time.

9.16Availability of Funds.

The
Agent may assume that each Bank has made or will make the proceeds of a Loan available to the Agent in the applicable currency unless the Agent shall have been notified by such Bank
on or before the later of (1) the close of Business on the Business Day preceding the Borrowing Date with respect to such Loan or (2) two hours before the time on which the Agent
actually funds the proceeds

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of such Loan to the Borrower (whether using its own funds pursuant to this Section 9.16 [Availability of Funds] or using proceeds deposited with the Agent by the Banks
and whether such funding occurs before or after the time on which Banks are required to deposit the proceeds of such Loan with the Agent). The Agent may, in reliance upon such assumption (but shall
not be required to), make
available to the Borrower a corresponding amount in the applicable currency. If such corresponding amount is not in fact made available to the Agent by such Bank in the applicable currency, the Agent
shall be entitled to recover such amount on demand from such Bank (or, if such Bank fails to pay such amount forthwith upon such demand from the Borrower) together with interest thereon, in respect of
each day during the period commencing on the date such amount was made available to the Borrower and ending on the date the Agent recovers such amount, at a rate per annum equal to (i) the
Federal Funds Effective Rate during the first three (3) days after such interest shall begin to accrue and (ii) the applicable interest rate in respect of such Loan after the end of such
three-day period.

9.17Calculations.

In
the absence of gross negligence or willful misconduct, the Agent shall not be liable for any error in computing the amount payable to any Bank whether in respect of the Loans, fees or
any other amounts due to the Banks under this Agreement. In the event an error in computing any amount payable to any Bank is made, the Agent, the Borrower and each affected Bank shall, forthwith upon
discovery of such error, make such adjustments as shall be required to correct such error, and any compensation therefor will be calculated at the Federal Funds Effective Rate or the Overnight Rate if
such computation relates to a Loan made in an Optional Currency.

9.18Beneficiaries.

Except
as expressly provided herein, the provisions of this Section 9 [The Agent] are solely for the benefit of the Agent and the Banks, and the Loan
Parties shall not have any rights to rely on or enforce any of the provisions hereof. In performing its functions and duties under this Agreement, the Agent shall act solely as agent of the Banks and
does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any of the Loan Parties.

10.MISCELLANEOUS

10.1Modifications, Amendments or Waivers.

With
the written consent of the Required Banks, the Agent, acting on behalf of all the Banks, and the Borrower, on behalf of the Loan Parties, may from time to time enter into written
agreements amending or changing any provision of this Agreement or any other Loan Document or the rights of the Banks or the Loan Parties hereunder or thereunder, or may grant written waivers or
consents to a departure from the due performance of the Obligations of the Loan Parties hereunder or thereunder. Any such agreement, waiver or consent made with such written consent shall be effective
to bind all
the Banks and the Loan Parties;provided, that, without the written consent of all the Banks, no such agreement, waiver or consent may be made which
will:



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provided, further, that no agreement, waiver or consent which would modify the interests, rights or obligations of the Agent in its capacity as Agent or
as the issuer of Letters of Credit shall be effective without the written consent of the Agent.

10.2No Implied Waivers; Cumulative Remedies; Writing Required.

No
course of dealing and no delay or failure of the Agent or any Bank in exercising any right, power, remedy or privilege under this Agreement or any other Loan Document shall affect any
other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power, remedy
or privilege preclude any further exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Agent and the Banks under this Agreement and any other Loan
Documents are cumulative and not exclusive of any rights or remedies which they would otherwise have. Any waiver, permit, consent or approval of any kind or character on the part of any Bank of any
breach or default under this Agreement or any such waiver of any provision or condition of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such
writing.

10.3Reimbursement and Indemnification of Banks by the Borrower; Taxes.

The
Borrower agrees unconditionally upon demand to pay or reimburse to each Bank (other than the Agent, as to which the Borrower's Obligations are set forth in Section 9.5
[Reimbursement of Agent By Borrower, Etc.]) and to save such Bank harmless against (i) liability for the payment of all reasonable out-of-pocket
costs, expenses and disbursements (including reasonable fees and expenses of counsel (including reasonable allocated costs of staff counsel) for each Bank except with respect to (a) and (b) below),
incurred by such Bank (a) in connection with the administration and interpretation of this Agreement, and other instruments and documents to be delivered hereunder, (b) relating to any
amendments, waivers or consents pursuant to the provisions hereof, (c) in connection with the enforcement of this Agreement or any other Loan Document, or collection of amounts due hereunder or
thereunder or the proof and allowability of any claim arising under this Agreement or any other Loan Document, whether in bankruptcy or receivership proceedings or otherwise, and (d) in any

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workout or restructuring or in connection with the protection, preservation, exercise or enforcement of any of the terms hereof or of any rights hereunder or under any other Loan Document or in
connection with any foreclosure, collection or bankruptcy proceedings, or (ii) all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Bank, in its capacity as such, in any way relating to or arising out of this Agreement or
any other Loan Documents or any action taken or omitted by such Bank hereunder or thereunder. The Banks will attempt to minimize the fees and expenses of internal counsel to the Bank and legal counsel
for the Banks which are subject to reimbursement by the Borrower hereunder by considering the usage of one law firm to represent the Banks and the Agent if appropriate under the circumstances. The
Borrower agrees unconditionally to pay all stamp, document, transfer, recording or filing taxes or fees and similar impositions now or hereafter determined by the Agent or any Bank to be payable in
connection with this Agreement or any other Loan Document, and the Borrower agrees unconditionally to save the Agent and the Banks harmless from and against any and all present or future claims,
liabilities or losses with respect to or resulting from any omission to pay or delay in paying any such taxes, fees or impositions.

10.4Holidays.

Whenever
payment of a Loan to be made or taken hereunder shall be due on a day which is not a Business Day such payment shall be due on the next Business Day (except as provided in
Section 3.2 [Interest Periods] with respect to Interest Periods under the LIBOR Option) and such extension of time shall be included in computing interest and fees,
except that the Loans shall be due on the Business Day preceding the Expiration Date if the Expiration Date is not a Business Day. Whenever any payment or action to be made or taken hereunder (other
than payment of the Loans) shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time
shall not be included in computing interest or fees, if any, in connection with such payment or action.

10.5Funding by Branch, Subsidiary or Affiliate.



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10.6Notices; Lending Offices.

Any
notice, request, demand, direction or other communication (for purposes of this Section 10.6 only, a "Notice") to be given to or made upon any party hereto under any provision
of this Agreement shall be given or made by telephone or in writing (which includes means of electronic transmission (i.e., "e-mail") or facsimile transmission or by setting forth such
Notice on a site on the World Wide Web (a "Website Posting") but only, in the case of a Website Posting, if Notice of such Website Posting (including the information necessary to access such site) has
previously been delivered to the applicable parties hereto by another means set forth in this Section 10.6) in accordance with this Section 10.6. Any such Notice must be delivered to the
applicable parties hereto at the addresses and numbers set forth under their respective names on Schedule 1.1(B) hereof or in accordance with any subsequent unrevoked Notice from any such party
that is given in accordance with this Section 10.6. Any Notice shall be effective:



Notwithstanding
anything to the contrary contained in the foregoing, any Notice to Borrower is sufficient Notice for all and any Loan Party. Any Bank giving a Notice to a Loan Party shall concurrently
send a copy thereof to the Agent, and the Agent shall promptly notify the other Banks of its receipt of such Notice. Schedule 1.1(B) lists the Lending Offices of each Bank. Each Bank may change
its Lending Office, and each Loan Party may change its notice address, pursuant to this Section 10.6 by written notice to the other parties hereto.

10.7Severability.

The
provisions of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such
provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any jurisdiction.

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10.8Governing Law.

Each
Letter of Credit and Section 2.11 [Letter of Credit Subfacility] shall be subject to the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500, as the same may be revised or amended from time to time, and to the extent not inconsistent therewith, the internal laws of the
State of New York without regard to its conflict of laws principles, and the balance of this Agreement shall be deemed to be a contract under the Laws of the State of New York and for all purposes
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to its conflict of laws principles.

10.9Prior Understanding.

This
Agreement and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto relating to the
transactions provided for herein and therein, including any prior confidentiality agreements and commitments.

10.10Duration; Survival.

All
representations and warranties of the Loan Parties contained herein or made in connection herewith shall survive the making of Loans and issuance of Letters of Credit and shall not
be waived by the execution and delivery of this Agreement, any investigation by the Agent or the Banks, the making of Loans, issuance of Letters of Credit, or payment in full of the Loans. All
covenants and agreements of the Loan Parties contained in Sections 7.1 [Affirmative Covenants], 7.2 [Negative Covenants] and
7.3 [Reporting Requirements] herein shall continue in full force and effect from and after the date hereof so long as the Borrower may borrow or request Letters of
Credit hereunder and until termination of the Commitments and payment in full of the Loans and expiration or termination of all Letters of Credit. All covenants and agreements of the Borrower
contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in Section 4
[Payments] and Sections 9.5 [Reimbursement and Indemnification of Agent by Borrower], 9.7 [Reimbursement and Indemnification
of Agent by Banks] and 10.3 [Reimbursement and Indemnification of Banks by Borrower; Taxes], shall survive payment in full of the Loans, expiration or
termination of the Letters of Credit and termination of the Commitments.

10.11Successors and Assigns.



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10.12Confidentiality.



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10.13Counterparts.

This
Agreement may be executed by different parties hereto on any number of separate counterparts, each of which, when so executed and delivered, shall be an original, and all such
counterparts shall together constitute one and the same instrument.

10.14Agent's or Bank's Consent.

Whenever
the Agent's or any Bank's consent is required to be obtained under this Agreement or any of the other Loan Documents as a condition to any action, inaction, condition or event,
the Agent and each Bank shall be authorized to give or withhold such consent in its sole and absolute discretion and to condition its consent upon the giving of additional collateral, the payment of
money or any other matter.

10.15Exceptions.

The
representations, warranties and covenants contained herein shall be independent of each other, and no exception to any representation, warranty or covenant shall be deemed to be an
exception to any other representation, warranty or covenant contained herein unless expressly provided, nor shall any such exceptions be deemed to permit any action or omission that would be in
contravention of applicable Law.

10.16CONSENT TO FORUM; WAIVER OF JURY TRIAL.

EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF NEW YORK, NEW YORK COUNTY AND THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED
TO SUCH LOAN PARTY AT THE ADDRESSES PROVIDED FOR IN SECTION 10.6 [NOTICES, ETC.] AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. EACH
LOAN PARTY WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. EACH LOAN
PARTY, THE AGENT AND THE BANKS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
COLLATERAL TO THE FULL EXTENT PERMITTED BY LAW.

10.17Tax Withholding Clause.

The
Agent and each Bank or assignee or participant of a Bank that is not incorporated under the Laws of the United States of America or a state thereof (and, upon the written request of
the Administrative Agent, each other Bank or assignee or participant of a Bank) agrees that it will deliver

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to each of the Borrower and the Administrative Agent two (2) duly completed appropriate valid Withholding Certificates (as defined under § 1.1441-1(c)(16) of the
Income Tax Regulations (the "Regulations")) certifying its status (i.e. U.S. or foreign person) and, if appropriate, making a claim of reduced, or exemption from, U.S. withholding tax on the basis of
an income tax treaty or an exemption provided by the Internal Revenue Code. The term "Withholding Certificate" means a Form W-9; a Form W-8BEN; a
Form W-8ECI; a Form W-8IMY and the related statements and certifications as required under §§ 1.1441-1(e)(2) and (3) of
the Regulations; a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other certificates under the Internal Revenue Code or Regulations that certify
or establish the status of a payee or beneficial owner as a U.S. or foreign person. The Agent and each Bank, assignee or participant required to deliver to the Borrower and the Agent a Withholding
Certificate pursuant to the preceding sentence shall deliver such valid Withholding Certificate as
follows: (A) each Bank which is a party hereto on the Closing Date shall deliver such valid Withholding Certificate at least five (5) Business Days prior to the first date on which any
interest or fees are payable by the Borrower hereunder for the account of such Bank; (B) each assignee or participant shall deliver such valid Withholding Certificate at least five
(5) Business Days before the effective date of such assignment or participation (unless the Administrative Agent in its sole discretion shall permit such assignee or participant to deliver such
valid Withholding Certificate less than five (5) Business Days before such date in which case it shall be due on the date specified by the Agent). The Agent and each Bank, assignee or
participant which so delivers a valid Withholding Certificate further undertakes to deliver to each of the Borrower and the Agent two (2) additional copies of such Withholding Certificate (or a
successor form) on or before the date that such Withholding Certificate expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent Withholding Certificate
so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent. Notwithstanding the submission of a Withholding
Certificate claiming a reduced rate of or exemption from U.S. withholding tax, the Agent shall be entitled to withhold United States federal income taxes at the full 30% withholding rate if in its
reasonable judgment it is required to do so under the due diligence requirements imposed upon a withholding agent under § 1.1441-7(b) of the Regulations. Further, the
Agent is indemnified under § 1.1461-1(e) of the Regulations against any claims and demands of any Bank or assignee or participant of a Bank for the amount of any tax it
deducts and withholds in accordance with regulations under § 1441 of the Internal Revenue Code.

10.18Joinder of Guarantors or Pledge under Pledge Agreement.



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10.19Limitations or Indemnification Obligations of Loan Parties.

The
following limitations shall apply with respect to any claim made by the Agent or any Bank against the Borrower for indemnification based upon a third party claim.



10.20Limitation on Damages.

EXCEPT
AS PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.

10.21Concerning Agent Terms.

Notwithstanding
anything contained herein which may be construed to the contrary, neither the Co-Syndication Agents nor the Lead Arranger shall exercise any of the rights or
have any of the responsibilities of the Agent hereunder, or any other rights or responsibilities other than their rights and responsibilities (if any) as a Bank hereunder.

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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of the day and year first above written.

| |  | VIASYS HEALTHCARE INC.   
| |  | -------------------------
| |  |                          
| |  | By:                      
| |  | Name:                    
| |  | Title:                   
| |  |                          
| |  | GRASON-STADLER, INC.     
| |  | By:                      
| |  | Name:                    
| |  | Title:                   
| |  |                          
| |  | CORPAK LLC               
| |  | By:                      
| |  | Name:                    
| |  | Title:                   
| |  |                          
| |  | BIRD PRODUCTS CORPORATION
| |  | By:                      
| |  | Name:                    
| |  | Title:                   
| |  | SENSORMEDICS CORPORATION 
| |  | By:                      
| |  | Name:                    
| |  | Title:                   

SIGNATURES CONTINUE ON THE FOLLOWING PAGE

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SIGNATURES CONTINUED FROM THE PRECEDING PAGE

| |  | NICOLET VASCULAR INC.          
| |  | -------------------------------
| |  |                                
| |  | By:                            
| |  | Name:                          
| |  | Title:                         
| |  |                                
| |  | TECOMET INC.                   
| |  |                                
| |  | By:                            
| |  | Name:                          
| |  | Title:                         
| |  |                                
| |  | MEDICAL DATA ELECTRONICS, INC. 
| |  |                                
| |  | By:                            
| |  | Name:                          
| |  | Title:                         
| |  |                                
| |  | THERMEDICS POLYMER PRODUCTS LLC
| |  |                                
| |  | By:                            
| |  | Name:                          
| |  | Title:                         
| |  |                                
| |  | BIRD LIFE DESIGN CORPORATION   
| |  |                                
| |  | By:                            
| |  | Name:                          
| |  | Title:                         

SIGNATURES CONTINUE ON THE FOLLOWING PAGE

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SIGNATURES CONTINUED FROM THE PRECEDING PAGE

| |  | ABN AMRO BANK N.V,individually and as Agent                        
| |  | -------------------------------------------------------------------
| |  |                                                                    
| |  | By:                                                                
| |  | Name:                                                              
| |  | Title:                                                             
| |  | and                                                              
| |  |                                                                    
| |  | By:                                                                
| |  | Name:                                                              
| |  | Title:                                                             
| |  |                                                                    
| |  | BANK OF AMERICA, N.A., individually and as Co-Syndication Agent    
| |  |                                                                    
| |  | By:                                                                
| |  | Name:                                                              
| |  | Title:                                                             
| |  |                                                                    
| |  | KEY CORPORATE CAPITAL INC.,individually and as Co-Syndication Agent
| |  |                                                                    
| |  | By:                                                                
| |  | Name:                                                              
| |  | Title:                                                             
| |  |                                                                    
| |  | FLEET NATIONAL BANK                                                
| |  |                                                                    
| |  | By:                                                                
| |  | Name:                                                              
| |  | Title:                                                             

SIGNATURES CONTINUE ON THE FOLLOWING PAGE

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SIGNATURES CONTINUED FROM THE PRECEDING PAGE

| |  | JPMORGAN CHASE BANK                
| |  | -----------------------------------
| |  |                                    
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  |                                    
| |  | FIFTH THIRD BANK                   
| |  |                                    
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  |                                    
| |  | BEAR STEARNS CORPORATE LENDING INC.
| |  |                                    
| |  | By:                                
| |  | Name:                              
| |  | Title:                             

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SCHEDULE 1.1(B)-1

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