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Title: |
Credit Agreement |
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Entities: |
Banc of America Securities LLC; Bank of Nova Scotia; Citicorp USA, Inc.; Lincare Holdings Inc.; National City Bank; PNC Bank, NA; Bank of America, NA |
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Date: |
2006 |
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Size: |
Preview shows 40KB of 315KB total |
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Price: |
$78 |
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ID: |
#2653302 |
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Start of Preview |
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CREDIT AGREEMENT
Dated as of December 1, 2006
among
LINCARE HOLDINGS INC.,
as Borrower,
CERTAIN SUBSIDIARIES OF THE BORROWER
FROM TIME TO TIME PARTY HERETO,
as Guarantors,
THE SEVERAL LENDERS
FROM TIME TO TIME PARTY HERETO
and
BANK OF AMERICA, N.A.,
as Agent
and
CALYON NEW YORK BRANCH,
as Syndication Agent
Arranged by:
BANC OF AMERICA SECURITIES LLC and
CALYON NEW YORK BRANCH
as Joint Book Managers
and
BANC OF AMERICA SECURITIES LLC and
CALYON NEW YORK BRANCH
as Joint Lead Arrangers
TABLE OF CONTENTS
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SECTION 1 DEFINITIONS |
1 | |||
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1.1 |
Definitions. | 1 | ||
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1.2 |
Computation of Time Periods. | 26 | ||
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1.3 |
Accounting Terms. | 26 | ||
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1.4 |
Letter of Credit Amounts. | 27 | ||
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SECTION 2 CREDIT FACILITIES |
27 | |||
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2.1 |
Revolving Loans. | 27 | ||
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2.2 |
Letter of Credit Subfacility. | 29 | ||
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2.3 |
Swingline Loans. | 34 | ||
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SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES |
36 | |||
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3.1 |
Default Rate. | 36 | ||
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3.2 |
Extension and Conversion. | 37 | ||
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3.3 |
Prepayments. | 38 | ||
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3.4 |
Termination and Reduction of Revolving Committed Amount. | 38 | ||
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3.5 |
Fees. | 39 | ||
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3.6 |
Capital Adequacy. | 40 | ||
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3.7 |
Limitation on Eurodollar Loans. | 40 | ||
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3.8 |
Illegality. | 41 | ||
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3.9 |
Requirements of Law. | 41 | ||
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3.10 |
Treatment of Affected Revolving Loans. | 42 | ||
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3.11 |
Taxes. | 43 | ||
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3.12 |
Compensation. | 44 | ||
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3.13 |
Pro Rata Treatment. | 45 | ||
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3.14 |
Sharing of Payments. | 46 | ||
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3.15 |
Payments, Computations, Etc. | 46 | ||
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3.16 |
Evidence of Debt. | 48 | ||
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3.17 |
Replacement of Affected Lenders. | 48 | ||
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SECTION 4 GUARANTY |
49 | |||
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4.1 |
The Guaranty. | 49 | ||
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4.2 |
Obligations Unconditional. | 50 | ||
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4.3 |
Reinstatement. | 51 | ||
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4.4 |
Certain Additional Waivers. | 51 | ||
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4.5 |
Remedies. | 52 | ||
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4.6 |
Rights of Contribution. | 52 | ||
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4.7 |
Continuing Guarantee. | 53 | ||
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SECTION 5 CONDITIONS |
53 | |||
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5.1 |
Closing Conditions. | 53 | ||
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5.2 |
Conditions to all Extensions of Credit. | 55 | ||
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SECTION 6 REPRESENTATIONS AND WARRANTIES |
56 | |||
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6.1 |
Financial Condition. | 56 | ||
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6.2 |
No Material Change. | 57 | ||
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6.3 |
Organization and Good Standing. | 57 | ||
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6.4 |
Power; Authorization; Enforceable Obligations. | 57 | ||
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6.5 |
No Conflicts. | 58 | ||
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6.6 |
No Default. | 58 | ||
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6.7 |
Ownership. | 58 | ||
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6.8 |
Indebtedness. | 58 | ||
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6.9 |
Litigation. | 59 | ||
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6.10 |
Taxes. | 59 | ||
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6.11 |
Compliance with Law. | 59 | ||
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6.12 |
ERISA. | 59 | ||
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6.13 |
Subsidiaries. | 60 | ||
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6.14 |
Governmental Regulations, Etc. | 61 | ||
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6.15 |
Purpose of Revolving Loans and Letters of Credit. | 61 | ||
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6.16 |
Environmental Matters. | 61 | ||
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6.17 |
Intellectual Property. | 62 | ||
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6.18 |
Solvency. | 63 | ||
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6.19 |
Investments. | 63 | ||
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6.20 |
Disclosure. | 63 | ||
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6.21 |
No Unusual Restrictions. | 63 | ||
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6.22 |
Reimbursement from Third Party Payors. | 63 | ||
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6.23 |
Fraud and Abuse. | 63 | ||
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6.24 |
Licensing and Accreditation. | 64 | ||
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SECTION 7 AFFIRMATIVE COVENANTS |
64 | |||
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7.1 |
Information Covenants. | 65 | ||
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7.2 |
Preservation of Existence and Franchises. | 67 | ||
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7.3 |
Books and Records. | 67 | ||
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7.4 |
Compliance with Law. | 67 | ||
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7.5 |
Payment of Taxes and Other Indebtedness. | 68 | ||
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7.6 |
Insurance. | 68 | ||
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7.7 |
Maintenance of Property. | 68 | ||
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7.8 |
Performance of Obligations. | 69 | ||
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7.9 |
Use of Proceeds. | 69 | ||
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7.10 |
Audits/Inspections. | 69 | ||
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7.11 |
Financial Covenants. | 69 | ||
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7.12 |
Additional Guarantors. | 69 | ||
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7.13 |
Pledged Stock. | 70 | ||
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SECTION 8 NEGATIVE COVENANTS |
70 | |||
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8.1 |
Indebtedness. | 70 | ||
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8.2 |
Liens. | 71 | ||
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8.3 |
Nature of Business. | 71 | ||
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8.4 |
Consolidation, Merger, Dissolution, etc. | 71 | ||
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8.5 |
Asset Dispositions. | 72 | ||
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8.6 |
Investments. | 72 | ||
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8.7 |
Restricted Payments. | 72 | ||
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8.8 |
Prepayments of Indebtedness, etc. | 73 | ||
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8.9 |
Transactions with Affiliates. | 73 |
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