|
|
|
|
Document Preview Credit Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Credit Agreement |
|||
|
Entities: |
Banc of America Securities LLC; PSS World Medical, Inc.; Wachovia Bank, NA; Bank of America, NA |
|||
|
Date: |
2005 |
|||
|
Size: |
Preview shows 8KB of 44KB total |
|||
|
Price: |
$40 |
|||
|
ID: |
#861465 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this Amendment) is made and entered into as of this 30th day of June, 2005, among PSS World Medical, Inc., a Florida corporation (PSS), Gulf South Medical Supply, Inc., a Delaware corporation (Gulf South), Physician Sales & Service Limited Partnership, a Florida limited partnership (PSS LP), and WorldMed Shared Services, Inc., a Florida corporation (WorldMed; PSS, Gulf South, PSS LP and WorldMed are referred to hereinafter each individually as a Borrower and collectively as Borrowers), PSS Holding, Inc., a Florida corporation (PSS Holding), PSS Service, Inc., a Florida corporation (PSS Service), Physician Sales & Service, Inc., a Florida corporation (Physician Sales & Service), ProClaim, Inc., a Tennessee corporation (ProClaim), Ancillary Management Solutions, Inc., a Tennessee corporation (Ancillary), and ThriftyMed, Inc., a Florida corporation (ThriftyMed; PSS Holding, PSS Service, Physician Sales & Service, Highpoint Healthcare, ProClaim, Ancillary and ThriftyMed are referred to hereinafter each individually as a Guarantor and collectively as Guarantors), the Lenders party to this Amendment (the Lenders), and Bank of America, N.A., as Agent for the Lenders (the Agent).
W I T N E S S E T H :WHEREAS, Borrowers, Guarantors, the Lenders and the Agent entered into that certain Amended and Restated Credit Agreement, dated as of May 20, 2003, pursuant to which the Lenders agreed to make certain loans to Borrowers (as amended, modified, supplemented and restated from time to time, the Credit Agreement); and
WHEREAS, Borrowers, Guarantors, the Lenders and the Agent desire to enter into this Amendment for the purpose of amending the Credit Agreement in certain respects.
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. All capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Credit Agreement.
2. The Credit Agreement is hereby amended as follows:
|
(a) By adding the following new subsection (j) at the end of Section 1.2: |
|
(j) Revolver Increase. So long as no Default or Event of Default has occurred and is continuing, the Borrowers may request that the Commitments be increased by up to $50,000,000 in the aggregate and, upon such request, the Borrowers may propose, and the Agent will use its commercially reasonable efforts to solicit, additional financial institutions to become Lenders for purposes of this Agreement or any existing Lender to increase its Commitment; provided, that (i) each Lender which is a party to this Agreement prior to such increase shall have the first option to participate in any such Commitment increase based on its Pro Rata Share of the amount of the increase in the Commitments (or any such greater amount in the event that one or more Lenders does not elect to fund its respective Pro Rata Share of the amount of the increase in the Commitments), thereby increasing its Commitment hereunder, but no Lender shall have the obligation to do so; (ii) in the event that it becomes necessary to include a new financial institution to fund all or any portion the amount of the increase in the Commitments, each such financial institution shall be an Eligible Assignee and reasonably acceptable to the Agent and the Borrowers, and each such financial institution shall become a Lender hereunder and agree to become party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iii) no Lender shall have an obligation to the Borrowers, the Agent or any other Lender to increase its Commitment or its Pro Rata Share of the Commitments, and (iv) in no event shall the addition of any Lender or Lenders or the increase in the Commitment of any Lender under this Section 1.2(j) increase the Commitments (A) in any single instance by less than $10,000,000 or (B) to an aggregate amount greater than $250,000,000. Upon the addition of any Lender, or the increase in the Commitment of any Lender, the Commitments set forth on Schedule 1.1 shall be amended by the Agent to reflect such addition or such increase. Any new financial institution added as a new Lender pursuant to this Section 1.2(j) shall be required to have a Commitment of not less than $5,000,000. In connection with any Commitment increase, the Borrowers shall pay (x) to any new Lender and any Lender increasing its Commitment, all closing fees as may be agreed to by the Borrowers and such Lenders, (y) to the Agent, for its own account, all of the Agents reasonable costs and expenses relating thereto, and (z) to the Agent, for its own account, such arrangement fees (at the applicable market rate at such time) as may be agreed to by the Borrowers and the Agent to the extent the Agent arranges any such Commitment increase. If any requested increase in the Commitments is agreed to in accordance with this Section 1.2(j), the Agent and the Borrowers shall determine the effective date of such increase (the Increase Effective Date). The Agent, with the consent and approval of the Borrowers, shall promptly confirm in writing to the Lenders the final allocation of such increase and the Increase Effective Date. Each new Lender, and each existing Lender that has increased its Commitment, shall purchase Revolving Loans and participations in outstanding Letters of Credit from each other Lender in an amount such that, after such purchase or purchases, the amount of outstanding Revolving Loans and outstanding Letters of Credit from each Lender shall equal such Lenders Pro Rata Share of |
|
End of Preview |
Home Intelligence Services Subscriptions News About Us