REVOLVING CREDIT AGREEMENT dated as of June 13, 2008 among EXACTECH, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative AgentRevolving Credit Agreement • June 19th, 2008 • Exactech Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 13, 2008, by and among EXACTECH, INC., a Florida corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as a Lender and as swingline lender (the “Swingline Lender”).
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • June 19th, 2008 • Exactech Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS SUBSIDIARY GUARANTY AGREEMENT dated as of June 13, 2008, among each of the Subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of EXACTECH, INC., a Florida corporation (the “Borrower”), and SUNTRUST BANK, a Georgia banking corporation as administrative agent (the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENTIndemnification & Liability • June 19th, 2008 • Exactech Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida
THIS INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT is dated as of June 13, 2008, among EXACTECH, INC., a Florida corporation (the “Borrower”), EACH SUBSIDIARY LISTED ON SCHEDULE I HERETO (collectively, the “Guarantors”), SUNTRUST BANK, a Georgia banking corporation, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
EXHIBIT D SWINGLINE NOTESwingline Note • June 19th, 2008 • Exactech Inc • Orthopedic, prosthetic & surgical appliances & supplies
FOR VALUE RECEIVED, the undersigned, EXACTECH, INC., a Florida corporation (the “Borrower”), hereby promises to pay to SUNTRUST BANK, a Georgia banking corporation (the “Swingline Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 5080 Newberry Road, Gainesville, Florida 32607, on the earlier of: (i) the Swingline Termination Date [as defined in the Revolving Credit Agreement dated of even date herewith (as the same may be amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the lenders from time to time party thereto, and SunTrust, as administrative agent for the lenders] and (ii) an Event of Default (as defined in the Credit Agreement) the lesser of the principal sum of Three Million and No/100 Dollars ($3,000,000.00) and the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to the Credit Agreement in lawful money of the United States, in
EXHIBIT A REVOLVING CREDIT NOTERevolving Credit Note • June 19th, 2008 • Exactech Inc • Orthopedic, prosthetic & surgical appliances & supplies
FOR VALUE RECEIVED, the undersigned, EXACTECH, INC., a Florida corporation (the “Borrower”), promises to pay to the order of [NAME OF LENDER] (the “Bank”), or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 5080 Newberry Road, Gainesville, Florida 32607, on the Commitment Termination Date [as defined in the Revolving Credit Agreement dated of even date herewith (as the same may be amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the lenders from time to time party thereto, and SunTrust, as administrative agent for the lenders], the principal sum of [amount of such Lender’s Revolving Commitment] or such lesser amount as may then constitute the aggregate unpaid principal amount of all Revolving Loans made by the Bank to the Borrower pursuant to the Credit Agreement in lawful money of the United States, in immediately available funds. All capitalized terms used herein and not defined herein shall have the me
SECURITY AGREEMENTSecurity Agreement • June 19th, 2008 • Exactech Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This SECURITY AGREEMENT (the “Security Agreement”) is dated as of the 13th day of June, 2008, by and between EXACTECH, INC., a Florida corporation (the “Borrower”), EXACTECH INTERNATIONAL, INC., a Florida corporation and ALTIVA CORPORATION, a Delaware corporation (collectively, “Guarantors”, and together with Borrower, the “Debtor”), as debtors, and SUNTRUST BANK, a Georgia banking corporation, in its capacity as administrative agent for the Lenders [as defined in the Revolving Credit Agreement dated of even date herewith among the Borrower, the lenders from time to time party thereto, and SunTrust Bank, as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)] as secured party (the “Secured Party”).
