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Credit Agreement

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Title:

Credit Agreement

Entities:

Banc of America Securities LLC; HealthTronics Surgical Services Inc.; Healthtronics, Inc.; Bank of America, NA

Date:

2002

Size:

Preview shows 90KB of 340KB total

Price:

$54

ID:

#1389368

► Loans ► Credit Agreements
► Financial
► Financial ► Money Center Banks
► Healthcare ► Medical Equipment & Supplies

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CREDIT AGREEMENT

Dated as of December 11, 2001

among

HEALTHTRONICS SURGICAL SERVICES, INC.

as Borrower,

and

THE SUBSIDIARIES OF THE BORROWER

FROM TIME TO TIME PARTY HERETO,

as Guarantors,

THE LENDERS

FROM TIME TO TIME PARTY HERETO,

BANK OF AMERICA, N.A.,

as Agent

and

BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

SECTION 1 DEFINITIONS
	1.1	Definitions.
	1.2	Computation of Time Periods.
	1.3	Accounting Terms.
SECTION 2 CREDIT FACILITIES
	2.1	Revolving Loans.
	2.2	Letter of Credit Subfacility.
	2.3	Swingline Loan Subfacility.
	2.4	Term Loan.
SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES
	3.1	Default Rate.
	3.2	Extension and Conversion.
	3.3	Prepayments.
	3.4	Termination and Reduction of Revolving Committed Amount.
	3.5	Fees.
	3.6	Capital Adequacy.
	3.7	Limitation on Eurodollar Loans.
	3.8	Illegality.
	3.9	Requirements of Law.
	3.10	Treatment of Affected Loans.
	3.11	Taxes.
	3.12	Compensation.
	3.13	Pro Rata Treatment.
	3.14	Sharing of Payments.
	3.15	Payments, Computations, Etc.
	3.16	Evidence of Debt.
	3.17	Replacement of Affected Lenders.
SECTION 4 GUARANTY
	4.1	The Guaranty.
	4.2	Obligations Unconditional.
	4.3	Reinstatement.
	4.4	Certain Additional Waivers.
	4.5	Remedies.
	4.6	Rights of Contribution.
	4.7	Guarantee of Payment; Continuing Guarantee.
SECTION 5 CONDITIONS
	5.1	Closing Conditions.
	5.2	Conditions to all Extensions of Credit.
SECTION 6 REPRESENTATIONS AND WARRANTIES
	6.1	Financial Condition.
	6.2	No Material Change.
	6.3	Organization and Good Standing.
	6.4	Power; Authorization; Enforceable Obligations.
	6.5	No Conflicts.
	6.6	No Default.

i

	6.7	Ownership.
	6.8	Indebtedness.
	6.9	Litigation.
	6.10	Taxes.
	6.11	Compliance with Law.
	6.12	ERISA.
	6.13	Corporate Structure; Capital Stock, Etc.
	6.14	Governmental Regulations, Etc.
	6.15	Purpose of Loans and Letters of Credit.
	6.16	Environmental Matters.
	6.17	Intellectual Property.
	6.18	Solvency.
	6.19	Investments.
	6.20	Business Locations.
	6.21	Disclosure.
	6.22	No Burdensome Restrictions.
	6.23	Brokers Fees.
	6.24	Labor Matters.
	6.25	Nature of Business.
	6.26	Representations and Warranties from Purchase Agreement.
SECTION 7 AFFIRMATIVE COVENANTS
	7.1	Information Covenants.
	7.2	Preservation of Existence and Franchises.
	7.3	Books and Records.
	7.4	Compliance with Law.
	7.5	Payment of Taxes and Other Claims.
	7.6	Insurance.
	7.7	Maintenance of Property.
	7.8	Use of Proceeds.
	7.9	Audits/Inspections.
	7.10	Financial Covenants.
	7.11	New Subsidiaries.
	7.12	Pledged Assets.
	7.13	Interest Rate Protection.
	7.14	Upstreaming of Income from Consolidated Parties.
	7.15	Further Assurances.
SECTION 8 NEGATIVE COVENANTS
	8.1	Indebtedness.
	8.2	Liens.
	8.3	Nature of Business.
	8.4	Consolidation, Merger, Dissolution, Etc.
	8.5	Asset Dispositions.
	8.6	Investments.
	8.7	Restricted Payments.
	8.8	Prepayment of Other Indebtedness, Etc.
	8.9	Transactions with Insiders.

ii

	8.10	Fiscal Year; Organizational Documents.
	8.11	Limitation on Restricted Actions.
	8.12	Ownership of Subsidiaries.
	8.13	Sale Leasebacks.
	8.14	Capital Expenditures.
	8.15	No Further Negative Pledges.
	8.16	Operating Lease Obligations.
SECTION 9 EVENTS OF DEFAULT

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