EXHIBIT 10.9a
SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Dated as of November 16, 2011
Among
THE FINANCIAL INSTITUTIONS NAMED HEREIN
as the Lenders
and
BANK OF AMERICA, N.A.
as the Administrative 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
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Sole Arranger and Sole Book Runner
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
and
JPMORGAN CHASE BANK, N.A.,
as Co-Syndication Agents
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
8
1.4
BANK PRODUCTS
11
ARTICLE 2 INTEREST AND FEES
12
2.1
INTEREST
12
2.2
CONTINUATION AND CONVERSION ELECTIONS
12
2.3
MAXIMUM INTEREST RATE
13
2.4
ARRANGEMENT, CLOSING AND ADMINISTRATIVE FEES
14
2.5
UNUSED LINE FEE
14
2.6
LETTER OF CREDIT FEES
14
ARTICLE 3 PAYMENTS AND PREPAYMENTS
14
3.1
REVOLVING LOANS
14
3.2
TERMINATION OF FACILITY; REDUCTION OF COMMITMENT
15
3.3
LIBOR LOAN PREPAYMENTS
15
3.4
PAYMENTS BY THE BORROWERS
15
3.5
PAYMENTS AS REVOLVING LOANS
16
3.6
POST DEFAULT ALLOCATION OF PAYMENTS
16
3.7
INDEMNITY FOR RETURNED PAYMENTS
17
3.8
AGENT'S AND LENDERS' BOOKS AND RECORDS; MONTHLY STATEMENTS
17
3.9
BORROWERS' AGENT
17
3.10
JOINT AND SEVERAL LIABILITY
18
3.11
OBLIGATIONS ABSOLUTE
18
3.12
WAIVER OF SURETYSHIP DEFENSES
18
3.13
CONTRIBUTION AND INDEMNIFICATION AMONG THE BORROWERS
19
ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY
19
4.1
TAXES
19
4.2
ILLEGALITY
20
4.3
INCREASED COSTS AND REDUCTION OF RETURN
21
4.4
FUNDING LOSSES
21
4.5
INABILITY TO DETERMINE RATES
22
4.6
CERTIFICATES OF LENDER
22
4.7
SURVIVAL
22
4.8
ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES
22
ARTICLE 5 COLLATERAL
23
5.1
GRANT OF SECURITY INTEREST
23
5.2
PERFECTION AND PROTECTION OF SECURITY INTEREST
24
5.3
COLLECTION OF PAYMENTS
25
5.4
RIGHT TO CURE
26
5.5
POWER OF ATTORNEY
26
5.6
THE AGENT'S AND THE SECURED PARTIES' DUTIES AND LIABILITIES
27
5.7
GRANT OF LICENSE TO USE PROPRIETARY RIGHTS
28
i-
5.8
LIMITATION ON THE AGENT'S AND THE SECURED PARTIES' DUTY IN RESPECT OF THE
COLLATERAL
28
ARTICLE 6 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES
28
6.1
BOOKS AND RECORDS
28
6.2
FINANCIAL INFORMATION
28
6.3
NOTICES TO THE LENDERS
31
ARTICLE 7 GENERAL WARRANTIES AND REPRESENTATIONS
33
7.1
AUTHORIZATION, VALIDITY, AND ENFORCEABILITY OF THIS AGREEMENT AND THE LOAN
DOCUMENTS
33
7.2
VALIDITY AND PRIORITY OF SECURITY INTEREST
34
7.3
ORGANIZATION AND QUALIFICATION
34
7.4
CORPORATE NAME; PRIOR TRANSACTIONS
34
7.5
SUBSIDIARIES AND AFFILIATES
34
7.6
FINANCIAL STATEMENTS AND PROJECTIONS
34
7.7
CAPITALIZATION
34
7.8
SOLVENCY
35
7.9
DEBT
35
7.10
DISTRIBUTIONS
35
7.11
REAL ESTATE; LEASES
35
7.12
PROPRIETARY RIGHTS
35
7.13
TRADE NAMES
35
7.14
LITIGATION
35
7.15
LABOR DISPUTES
35
7.16
ENVIRONMENTAL LAWS
36
7.17
NO VIOLATION OF LAW
37
7.18
NO DEFAULT
37
7.19
ERISA COMPLIANCE
37
7.20
TAXES
37
7.21
REGULATED ENTITIES
38
7.22
USE OF PROCEEDS; MARGIN REGULATIONS
38