Exhibit 10.1
*** CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT PURSUANT TO 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES
EXCHANGE COMMISSION.
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 20, 2003
Among
THE FINANCIAL INSTITUTIONS NAMED HEREIN
as the Lenders
and
BANK OF AMERICA, N.A.
as the Agent
and
PSS WORLD MEDICAL, INC. AND CERTAIN OF ITS SUBSIDIARIES
as the Borrowers
and
CERTAIN OTHER SUBSIDIARIES OF PSS WORLD MEDICAL, INC.
as the Guarantors
TABLE OF CONTENTS
Section
Page
ARTICLE 1 LOANS AND LETTERS OF CREDIT
2
1.1
CREDIT FACILITY
2
1.2
REVOLVING LOANS
2
1.3
LETTERS OF CREDIT
4
1.4
BANK PRODUCTS
6
ARTICLE 2 INTEREST AND FEES
7
2.1
INTEREST
7
2.2
CONTINUATION AND CONVERSION ELECTIONS
7
2.3
MAXIMUM INTEREST RATE
8
2.4
ARRANGEMENT, CLOSING AND ADMINISTRATIVE FEES
8
2.5
UNUSED LINE FEE
9
2.6
LETTER OF CREDIT FEES
9
ARTICLE 3 PAYMENTS AND PREPAYMENTS
9
3.1
REVOLVING LOANS
9
3.2
TERMINATION OF FACILITY
9
3.3
LIBOR LOAN PREPAYMENTS
9
3.4
PAYMENTS BY THE BORROWERS
10
3.5
PAYMENTS AS REVOLVING LOANS
10
3.6
APPORTIONMENT, APPLICATION AND REVERSAL OF PAYMENTS
10
3.7
INDEMNITY FOR RETURNED PAYMENTS
10
3.8
AGENT'S AND LENDERS' BOOKS AND RECORDS; MONTHLY STATEMENTS
11
3.9
BORROWERS' AGENT
11
3.10
JOINT AND SEVERAL LIABILITY
11
3.11
OBLIGATIONS ABSOLUTE
12
3.12
WAIVER OF SURETYSHIP DEFENSES
12
3.13
CONTRIBUTION AND INDEMNIFICATION AMONG THE BORROWERS
12
ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY
13
4.1
TAXES
13
4.2
ILLEGALITY
14
4.3
INCREASED COSTS AND REDUCTION OF RETURN
14
4.4
FUNDING LOSSES
14
4.5
INABILITY TO DETERMINE RATES
15
4.6
CERTIFICATES OF LENDER
15
4.7
SURVIVAL
15
4.8
ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES
15
ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES
16
5.1
BOOKS AND RECORDS
16
5.2
FINANCIAL INFORMATION
16
5.3
NOTICES TO THE LENDERS
18
ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS
20
6.1
AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN
DOCUMENTS
20
6.2
VALIDITY AND PRIORITY OF SECURITY INTEREST
20
6.3
ORGANIZATION AND QUALIFICATION
20
6.4
CORPORATE NAME; PRIOR TRANSACTIONS
20
6.5
SUBSIDIARIES AND AFFILIATES
20
-i-
6.6
FINANCIAL STATEMENTS AND PROJECTIONS
21
6.7
CAPITALIZATION
21
6.8
SOLVENCY
21
6.9
DEBT
21
6.10
DISTRIBUTIONS
21
6.11
REAL ESTATE; LEASES
21
6.12
PROPRIETARY RIGHTS
21
6.13
TRADE NAMES
22
6.14
LITIGATION
22
6.15
LABOR DISPUTES
22
6.16
ENVIRONMENTAL LAWS
22
6.17
NO VIOLATION OF LAW
23
6.18
NO DEFAULT
23
6.19
ERISA COMPLIANCE
23
6.20
TAXES
24
6.21
REGULATED ENTITIES
24
6.22
USE OF PROCEEDS; MARGIN REGULATIONS
24
6.23
SENIOR SUBORDINATED NOTES
24
6.24
NO MATERIAL ADVERSE CHANGE
24
6.25
FULL DISCLOSURE
24
6.26
MATERIAL AGREEMENTS
24
6.27
BANK ACCOUNTS
24
6.28
GOVERNMENTAL AUTHORIZATION
24
6.29
TAX SHELTER REGULATIONS
24
ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS
25
7.1
TAXES AND OTHER OBLIGATIONS
25
7.2
LEGAL EXISTENCE AND GOOD STANDING
25
7.3
COMPLIANCE WITH LAW AND AGREEMENTS; MAINTENANCE OF LICENSES
25
7.4
MAINTENANCE