NOTE EXHIBIT
1.1(N)(2)
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SWING LOAN NOTE EXHIBIT 2.5.1
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LOAN REQUEST EXHIBIT
2.5.2
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SWING LOAN REQUEST EXHIBIT 2.11
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LENDER JOINDER EXHIBIT
5.9.7(A)
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U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B)
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U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C)
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U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D)
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U.S. TAX
COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S.
Federal Income Tax Purposes) EXHIBIT 8.2.6
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ACQUISITION COMPLIANCE
CERTIFICATE EXHIBIT 8.3.4(b)
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QUARTERLY COMPLIANCE CERTIFICATE
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as amended, restated, amended and restated, modified or
otherwise supplemented from time to time, this "Agreement") is dated as of
May 24, 2019, and is made by and among MERIDIAN BIOSCIENCE, INC., an Ohio
corporation (the "Borrower"), each of the GUARANTORS (as hereinafter defined)
from time to time party hereto, the LENDERS (as hereinafter defined) from time
to time party hereto, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
administrative agent for the Lenders under this Agreement (hereinafter referred
to in such capacity as the "Administrative Agent").
WHEREAS, the Borrower has requested the Lenders to provide a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$125,000,000;
WHEREAS, the revolving credit facility shall be used to finance a portion of the
Transactions (as hereinafter defined), to refinance certain existing
indebtedness of the Borrower and its subsidiaries, to pay fees and expenses
incurred in connection with the foregoing, for working capital, general and
corporate purposes and for Permitted Acquisitions; and
WHEREAS, the Lenders 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
1.1
Certain 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:
Acquisition shall mean any transaction, or any series of related transactions,
by which any Loan Party or any of its Subsidiaries (a) acquires any going
business or all or substantially all of the assets of any firm, corporation or
limited liability company, or division thereof, whether through purchase of
assets, merger or otherwise or (b) directly or indirectly acquires (in one
transaction or as the most recent transaction in a series of transactions) at
least a majority (in number of votes) of the securities of a corporation which
have ordinary voting power for the election of directors (other than securities
having such power only by reason of the happening of a contingency) or a
majority (by percentage or voting power) of the outstanding ownership interests
of a partnership or limited liability company.
Acquisition Consideration shall mean,