vi
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(B)
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COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES; LENDING OFFICES SCHEDULE 1.1(P)
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PERMITTED LIENS SCHEDULE 5.1.2
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SUBSIDIARIES SCHEDULE 5.1.12
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CONSENTS AND APPROVALS SCHEDULE 7.2.1
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PERMITTED INDEBTEDNESS SCHEDULE
7.2.3
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GUARANTY OF NICOLET BIOMEDICAL SCHEDULE 7.2.4(ii)
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EMPLOYEE
LOANS
EXHIBITS
EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(GJ)
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GUARANTOR JOINDER
EXHIBIT 1.1(GA)
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GUARANTY AGREEMENT EXHIBIT 1.1(R)
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REVOLVING CREDIT
NOTE EXHIBIT 1.1(S)
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SWING LOAN NOTE EXHIBIT 2.5.1
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REVOLVING CREDIT
LOAN REQUEST EXHIBIT 2.5.2
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SWING LOAN REQUEST EXHIBIT 7.2.5
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ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3
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QUARTERLY COMPLIANCE
CERTIFICATE
vii
CREDIT AGREEMENT
THIS CREDIT 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), and ABN 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") and BANK OF AMERICA, N.A. and KEY 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
1.1
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:
ABN AMRO Bank or ABN AMRO shall mean ABN AMRO Bank N.V., its successors
and assigns.
ABR or Alternative Base Rate shall mean the higher of (i) the interest
rate per annum announced from time to time by the Agent at its Principal Office
as its then prime rate, which rate may not be the lowest rate then being charged
commercial borrowers by the Agent, or (ii) the Federal Funds Effective Rate plus
0.5% per annum.
Affiliate as to any Person shall mean any other Person (i) which
directly or indirectly controls, is controlled by, or is under common control
with such Person, (ii) which beneficially owns or holds 5% or more of any class
of the voting or other equity interests of such Person, or (iii) 5% or more