Amendment No. 1 to Amended and Restated Credit Agreement



 Exhibit 10.1 
 AMENDMENT NO. 1 
 TO 

AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 28, 2011, is entered into by and among Medical Action Industries Inc., as the
Company (the “Company”), the financial institutions party hereto as Lenders (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).
Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement referenced below. 
 WITNESSETH 
 WHEREAS, the Company, the Lenders and the Administrative Agent are
parties to an Amended and Restated Credit Agreement, dated as of August 27, 2010 (as previously amended, restated, supplemented or otherwise modified, the “Credit Agreement”); 

WHEREAS, the Company has requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement; and

 WHEREAS, the Lenders and the Administrative Agent have agreed to such amendments on the terms and conditions set forth
herein; 
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Lenders and the Administrative Agent hereby agree as follows: 

Section 1. Amendments. Effective as of the date of satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement is hereby amended as follows: 
 (a) The definition of “Applicable
Margin” appearing in Section 1.01 of the Credit Agreement is amended to delete the pricing grid appearing therein and to replace such pricing grid with the following pricing grid: 

 

													
	 Leverage Ratio:
	  	ABR Margin
(365/366 day
basis)	 	 	LIBOR Margin
(360 day basis)	 	 	Unused
Fee Rate
(360 day 
basis)	 
	 Greater than or equal to 3.50:1.00
	  	 	2.50	% 	 	 	3.50	% 	 	 	0.625	% 
	 Greater than or equal to 3.00:1.00, but less than 3.50:1.00
	  	 	2.25	% 	 	 	3.25	% 	 	 	0.625	% 
	 Greater than or equal to 2.50:1.00, but less than 3.00:1.00
	  	 	2.00	% 	 	 	3.00	% 	 	 	0.50	% 
	 Greater than or equal to 2.00:1.00, but less than 2.50:1.00
	  	 	1.75	% 	 	 	2.75	% 	 	 	0.50	% 
	 Greater than or equal to 1.50:1.00, but less than 2.00:1.00
	  	 	1.50	% 	 	 	2.50	% 	 	 	0.35	% 
	 Less than 1.50:1.00
	  	 	1.25	% 	 	 	2.25	% 	 	 	0.35	% 

 (b) The definition of “Applicable Margin” appearing in Section 1.01 of the
Credit Agreement is amended to delete the phrase “based on a Leverage Ratio of greater than 2.50:1.00” appearing in the proviso therein and to replace such phrase with the following: “based on a Leverage Ratio of greater than
3.50:1.00”. 

  
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 (c) The table set forth in Section 7.13(a) of the Credit Agreement is amended
and restated as follows: 
  

					
	 Period
	  	Leverage Ratio	 
	 September 30, 2010 through March 31, 2011
	  	 	3.50:1.00	  
	 June 30, 2011 through March 31, 2012
	  	 	4.00:1.00	  
	 June 30, 2012 through September 30, 2012
	  	 	3.50:1.00	  
	 December 31, 2012
	  	 	3.00:1.00	  
	 March 31, 2013 through December 31, 2013
	  	 	2.75:1.00	  
	 March 31, 2014 and thereafter
	  	 	2.50:1.00	  

 (d) Section 7.13(b) of the Credit Agreement is amended and restated as follows: 

Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio at the end of any fiscal quarter, commencing with the fiscal
quarter ending September 30, 2010, to be less than the ratio set forth below opposite the applicable period during which such fiscal quarter ends: 
  

					
	 Period
	  	Fixed Charge Coverage Ratio	 
	 September 30, 2010 through March 31, 2011
	  	 	1.25:1.00	  
	 June 30, 2011 through June 30, 2012
	  	 	1.00:1.00	  
	 September 30, 2012 and thereafter
	  	 	1.25:1.00	  

 Section 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject
to the conditions precedent that: 
 (a) the Administrative Agent shall have received counterparts to (i) this Amendment,
duly executed by each of the Company, the Required Lenders and the Administrative Agent and (ii) the Consent and Reaffirmation, the form of which is attached hereto as Exhibit A, duly executed by each of the parties thereto; 

(b) the Administrative Agent shall have received, on behalf of each Lender party hereto, an amendment fee equal to 0.05% of such
Lender’s Commitment as of the date hereof; and 
 (c) the Administrative Agent shall have received such other documents and
information as the Administrative Agent or its counsel may have reasonably requested. 
 Section 3. Representations
and Warranties of the Company. The Company hereby represents and warrants as follows: 
 (a) This Amendment has been
duly executed and delivered by it and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding at law or in equity. 
 (b) After giving effect to this Amendment, the representations and warranties made by it in the Loan Documents are true and correct in all material respects as of the date hereof (or if stated to have
been made solely as of an earlier date, were true and correct in all material respects as of such earlier date). 

  
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 (c) Before and immediately after giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing. 
 Section 4. Effect on Credit Agreement. 

(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby. 

(b) Except as specifically amended and modified above, the Credit Agreement and all other documents, instruments and agreements executed
and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed. 
 (c)
The execution, delivery and effectiveness of this Amendment shall neither, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, nor constitute a waiver of any provision of the Credit Agreement or any
other documents, instruments and agreements executed and/or delivered in connection therewith. 
 Section 5.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

 Section 7. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on
any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or PDF copy of any signature hereto shall have the same effect as the original thereof.

 [The remainder of this page is intentionally blank.] 

  
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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	MEDICAL ACTION INDUSTRIES INC., as Company
		
	By	 	 /s/ Charles L. Kelly

		 	Name: Charles L. Kelly
		 	Title: Chief Financial Officer



  
 Signature Page
to Amendment No. 1 to Amended and Restated Credit Agreement 
 Medical Action Industries Inc. 








 
			
	JPMORGAN CHASE BANK, N.A., individually, as Administrative Agent, Issuing Lender, Swingline Lender and a Lender
		
	By:	 	 /s/ Alicia T. Schreibstein

		 	Name: Alicia T. Schreibstein
		 	Title: Vice President



  
 Signature Page
to Amendment No. 1 to Amended and Restated Credit Agreement 
 Medical Action Industries Inc. 








 
			
	CITIBANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Stephen Kelly

		 	Name: Stephen Kelly
		 	Title: Vice President



  
 Signature Page
to Amendment No. 1 to Amended and Restated Credit Agreement 
 Medical Action Industries Inc. 








 
			
	HSBC BANK USA, N.A.,
	as a Lender
		
	By:	 	 /s/ William Conlan

		 	Name: William Conlan
		 	Title: Vice President



  
 Signature Page
to Amendment No. 1 to Amended and Restated Credit Agreement 
 Medical Action Industries Inc. 








 
			
	SOVEREIGN BANK,
	as a Lender
		
	By:	 	 /s/ Amanda Shieh

		 	Name: Amanda Shieh
		 	Title: Senior Relationship Manager



  
 Signature Page
to Amendment No. 1 to Amended and Restated Credit Agreement 
 Medical Action Industries Inc. 








 
			
	WELLS FARGO BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Robert J. Milas

		 	Name: Robert J. Milas
		 	Title: Vice President



  
 Signature Page
to Amendment No. 1 to Amended and Restated Credit Agreement 
 Medical Action Industries Inc. 








 EXHIBIT A 
 CONSENT AND REAFFIRMATION 
 [Attached] 

CONSENT AND REAFFIRMATION 
 Each of the undersigned hereby acknowledges receipt of a copy of that certain Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of June 28, 2011 (the
“Amendment”), by and among Medical Action Industries Inc., as the Company (the “Company”), the financial institutions party thereto as Lenders (collectively, the “Lenders”), and JPMorgan Chase Bank,
N.A., as the Administrative Agent (the “Administrative Agent”), which amends that certain Amended and Restated Credit Agreement, dated as of August 27, 2010 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), by and among the Company, the Lenders and the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement. Without in any
way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and acknowledges and agrees that each Loan Document executed by it remains in full force and effect and is hereby
reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the Loan Documents shall be a reference to the Credit Agreement as so modified by the Amendment. 
 Dated: June 28, 2011 
 [Signature Pages Follow] 







 IN WITNESS WHEREOF, this Consent and Reaffirmation has been duly executed as of the day and
year first above written. 
  

			
	MAI ACQUISITION CORP.
		
	By	 	 /s/ Charles L. Kelly

		 	Name: Charles L. Kelly
		 	Title: Chief Financial Officer
	
	MEDEGEN NEWCO, LLC
		
	By	 	 /s/ Charles L. Kelly

		 	Name: Charles L. Kelly
		 	Title: Chief Financial Officer
	
	MEDEGEN MEDICAL PRODUCTS, LLC
		
	By	 	 /s/ Charles L. Kelly

		 	Name: Charles L. Kelly
		 	Title: Chief Financial Officer
	
	500 EXPRESSWAY DRIVE SOUTH LLC
		
	By	 	 /s/ Charles L. Kelly

		 	Name: Charles L. Kelly
		 	Title: Chief Financial Officer
	
	AVID MEDICAL, INC.
		
	By	 	 /s/ Charles L. Kelly

		 	Name: Charles L. Kelly
		 	Title: Chief Financial Officer



  
 Signature Page
to Amendment No. 1 to Amended and Restated Credit Agreement 
 Medical Action Industries Inc.