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EXECUTION VERSION Credit Agreement Dated as of December 29 , 2015 By and Between The Female Health Company (As the Borrower), And bmo harris bank n.a. (As the Bank) Table of Contents SECTION 1. DEFINITIONS; INTERPRETATIO

Key Takeaway: Dated as of December 29, 2015 The Female Health Company bmo harris bank n.a. SECTION 1. DEFINITIONS; INTERPRETATION. 1 Section 1.1 Definitions. 1 Section 1.2 Interpretation 14 Section 1.3 Change in Accounting Principles 15 SECTION 2. THE CREDIT FACILITIES. 15 Section 2.1 Reser

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Dated as of December 29, 2015
The Female Health Company
bmo harris bank n.a.
SECTION 1. DEFINITIONS; INTERPRETATION. 1
Section 1.1 Definitions. 1
Section 1.2 Interpretation 14
Section 1.3 Change in Accounting Principles 15
SECTION 2. THE CREDIT FACILITIES. 15
Section 2.1 Reserved. 15
Section 2.2 Revolving Credit Commitment 15
Section 2.3 Letters of Credit. 15
Section 2.4 Applicable Interest Rates. 17
Section 2.5 Minimum Borrowing Amounts; Maximum Eurodollar Loans. 18
Section 2.6 Manner of Borrowing Loans and Designating Applicable Interest Rates. 18
Section 2.7 Maturity of Loans 19
Section 2.8 Prepayments. 19
Section 2.9 Default Rate 20
Section 2.10 Evidence of Indebtedness. 21
Section 2.11 Fees. 21
Section 2.12 Place and Application of Payments 22
Section 2.13 Commitment Terminations 22
SECTION 3. CHANGE IN CIRCUMSTANCES. 23
Section 3.1 Withholding Taxes 23
Section 3.2 Documentary Taxes 23
Section 3.3 Funding Indemnity 23
Section 3.4 Change of Law 24
Section 3.5 Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR 24
Section 3.6 Increased Cost and Reduced Return 24
Section 3.7 Lending Offices 25
Section 3.8 Discretion of Bank as to Manner of Funding 26
SECTION 4. CONDITIONS PRECEDENT; CONDITIONS SUBSEQUENT. 26
Section 4.1 Initial Credit Event 26
Section 4.2 All Credit Events 28
Section 4.3 Conditions Subsequent 29
SECTION 5. REPRESENTATIONS AND WARRANTIES. 29
Section 5.1 Organization and Qualification 30
Section 5.2 Subsidiaries 30
Section 5.3 Authority and Validity of Obligations 30
Section 5.4 Use of Proceeds; Margin Stock 31
Section 5.5 Financial Reports 31
Section 5.6 No Material Adverse Change 31
Section 5.7 Full Disclosure 31
Section 5.8 Trademarks, Franchises, and Licenses 32
Section 5.9 Governmental Authority and Licensing 32
Section 5.10 Good Title 32
Section 5.11 Litigation and Other Controversies 32
Section 5.12 Taxes 32
Section 5.13 Approvals 32
Section 5.14 Affiliate Transactions 33
Section 5.15 Investment Company 33
Section 5.16 ERISA 33
Section 5.17 Compliance with Laws 33
Section 5.18 Labor Matters 34
Section 5.19 OFAC 34
Section 5.20 Other Agreements 34
Section 5.21 Solvency 34
Section 5.22 No Default 34
Section 5.23 No Broker Fees 34
SECTION 6. AFFIRMATIVE COVENANTS. 35
Section 6.1 Maintenance of Business 35
Section 6.2 Maintenance of Properties; Operating Accounts 35
Section 6.3 Taxes and Assessments 35
Section 6.4 Insurance 35
Section 6.5 Financial Reports 36
Section 6.6 Inspection 38
Section 6.7 ERISA 38
Section 6.8 Compliance with Laws. 38
Section 6.9 Compliance with OFAC Sanctions Programs. 39
Section 6.10 Formation of Subsidiaries 40
Section 6.11 Use of Proceeds; Margin Stock 40
Section 6.12 Guaranties and Collateral 40
SECTION 7. NEGATIVE COVENANTS. 41
Section 7.1 Borrowings and Guaranties 41
Section 7.2 Liens 42
Section 7.3 Investments, Acquisitions, Loans and Advances 42
Section 7.4 Mergers, Consolidations and Sales 43
Section 7.5 Maintenance of Subsidiaries 44
Section 7.6 Dividends and Certain Other Restricted Payments 44
Section 7.7 Burdensome Contracts With Affiliates 45
Section 7.8 No Changes in Fiscal Year 45
Section 7.9 Change in the Nature of Business 45
Section 7.10 No Restrictions 45
Section 7.11 Subordinated Debt 45
Section 7.12 Financial Covenants. 45
SECTION 8. EVENTS OF DEFAULT AND REMEDIES. 46
Section 8.1 Events of Default 46
Section 8.2 Non Bankruptcy Defaults 48
Section 8.3 Bankruptcy Defaults 48
Section 8.4 Collateral for Undrawn Letters of Credit. 48
SECTION 9. MISCELLANEOUS. 49
Section 9.1 No Waiver, Cumulative Remedies 49
Section 9.2 Non-Business Days 49
Section 9.3 Survival of Representations 49
Section 9.4 Survival of Indemnity and Certain Other Provisions 49
Section 9.5 Notices 49
Section 9.6 Counterparts 50
Section 9.7 Successors and Assigns 50
Section 9.8 Amendments, etc 51
Section 9.9 Headings 51
Section 9.10 Costs and Expenses; Indemnification 51
Section 9.11 Set off 52
Section 9.12 Entire Agreement 52
Section 9.13 Governing Law 52
Section 9.14 Severability of Provisions 52
Section 9.15 Excess Interest 53
Section 9.16 Construction 53
Section 9.17 Submission to Jurisdiction; Waiver of Venue; Service of Process 54
Section 9.18 Waiver of Jury Trial 54
Section 9.19 USA Patriot Act 55
Section 9.20 Time is of the Essence 55
Section 9.21 Confidentiality 55
This Credit Agreement is entered into as of December 29, 2015, by and between THE FEMALE HEALTH COMPANY, a Wisconsin corporation ("Borrower"), and BMO Harris Bank N.A., a national banking association ("Bank"). All capitalized terms used herein without definition shall have the meanings ascribed thereto in Section 1.1.
PRELIMINARY STATEMENT
Borrower has requested, and Bank has agreed to extend, certain credit facilities on the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.DEFINITIONS; INTERPRETATION.
Section 1.1Definitions.
The following terms when used herein shall have the following meanings:
"Acquisition Consideration" means the purchase consideration (excluding consideration in the form of Equity Interests or cash received from the sale of Equity Interests and used as purchase consideration, collectively, not to exceed $10,000,000 in the aggregate) for any Permitted Acquisition and all other payments made by the Borrower in exchange for, or as a part of, or in connection with, any Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time.
"Adjusted LIBOR" means, for any Borrowing of Eurodollar Loans, a rate per annum determined in accordance with the following formula:
Adjusted LIBOR= LIBOR
1 - Eurodollar Reserve Percentage
"Affiliate" means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary voting power for the election of directors or governing body of a corporation or 5% or more of the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.
"Agreement" means this Credit Agreement, as the same may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof.
"Applicable Margin" means, with respect to Revolving Loans, Reimbursement Obligations, and the commitment/facility fees payable under Section 2.11, the rates per annum shown below:
Applicable Margin for Base Rate Loans under Revolving Credit and Reimbursement Obligations shall be: Applicable Margin for Eurodollar Loans under Revolving Credit and Letter of Credit Fee shall be:
0.00% 2.25%
"Application" is defined in Section 2.3(b).
"Authorized Representative" means those persons shown on the list of officers provided by Borrower pursuant to Section 4.1(a)(ix) or on any update of any such list provided by Borrower to Bank, or any further or different officers of Borrower so named by any Authorized Representative of Borrower in a written notice to Bank.
"Bank" is defined in the introductory paragraph of this Agreement.
"Bank Products, Funds Transfer and Deposit Account Liability" means the liability of Borrower or any Subsidiary thereof owing to Bank or any of its Affiliates arising out of (a) any (i) credit cards, (ii) credit card processing services, (iii) debit cards, (iv) purchase cards, (v) ACH transactions, (b) the execution or processing of electronic transfers of funds by automatic clearing house transfer, wire transfer or otherwise to or from deposit accounts of any Borrower or any Subsidiary thereof now or hereafter maintained with Bank or any of its Affiliates, (b) the acceptance for deposit or the honoring for payment of any check, draft or other item with respect to any such deposit accounts, and (c) any other deposit, disbursement, and cash management services afforded to any Borrower or any Subsidiary thereof by Bank or any of its Affiliates.
"Base Rate" means, for any day, the rate per annum equal to the greatest of: (a) the rate of interest announced or otherwise established by Bank from time to time as its prime commercial rate as in effect on such day, with any change in the Base Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate (it being acknowledged and agreed that such rate may not be Bank's best or lowest rate), (b) the sum of (i) the rate determined by Bank to be the average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to Bank at approximately 10:00 a.m. (or as soon thereafter as is practicable) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) by two or more Federal funds brokers selected by Bank for sale to Bank at face value of Federal funds in the secondary market in an amount equal or comparable to the principal amount for which such rate is being determined, plus (ii) 1/2 of 1%, and (c) the LIBOR Quoted Rate for such day plus 1.00%.
As used herein, the term "LIBOR Quoted Rate" means, for any day, the rate per annum equal to the quotient of (i) the rate per annum (rounded upwards, if necessary, to the next higher one hundred thousandth of a percentage point) for deposits in U.S. Dollars for a one-month interest period which appears on the LIBOR01 Page as of 11:00 a.m. (London, England time) on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) divided by (ii) one (1) minus the Eurodollar Reserve Percentage.
"Base Rate Loan" means a Revolving Loan bearing interest at a rate specified in Section 2.4(a).
"Borrower" is defined in the introductory paragraph of this Agreement.
"Borrowing" means the total of Revolving Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by Bank (at the direction of Borrower pursuant to the terms of this Agreement) under the Revolving Credit on a single date and, in the case of Eurodollar Loans, for a single Interest Period. A Borrowing is "advanced" on the day Bank advances funds comprising such Borrowing to Borrower, is "continued" on the date a new Interest Period for the same type of Revolving Loans commences for such Borrowing, and is "converted" when such Borrowing is changed from one type of Revolving Loans to another, all as determined pursuant to Section 2.6.
"Business Day" means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in Chicago, Illinois. If the applicable Business Day relates to the determination of the LIBOR Index Rate, then Business Day means any day on which banks on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England.
"Capital Lease" means any lease of Property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.
"Capitalized Lease Obligation" means, for any Person, the amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.
"Cash Collateralize" means to pledge and deposit with or deliver to Bank, as collateral for L/C Obligations, cash to be held in a Collateral Account, or, if Bank shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to Bank, in an amount equal to 105% of the aggregate L/C Obligations (or such greater amount as Bank may determine is necessary to pay the face amount thereof plus all fees and expenses expected to accrue with respect to all outstanding Letters of Credit through the expiration date of such Letters of Credit).
"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601 et seq., and any future amendments.
"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued.
"Change of Control" means any of (a) the acquisition by any "person" or "group" (as such terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (other than any person or group that files a report on Schedule 13G unless and until such person or group is required to file a report on Schedule 13D) at any time of beneficial ownership of 25% or more of the outstanding capital stock or other equity interests of the Borrower on a fully-diluted basis, other than acquisitions of such interests by the current directors, officers and employees of the Borrower, (b) the failure of individuals who are members of the board of directors (or similar governing body) of the Borrower on the Closing Date (together with any new or replacement directors whose nomination for election was approved by a majority of the directors who were either directors on the Closing Date or previously so approved) to constitute a majority of the board of directors (or similar governing body) of the Borrower, or (c) any "Change of Control" (or words of like import), as defined in any agreement or indenture relating to any issue of material Indebtedness of Issuer or any Subsidiary, shall occur.
"Closing Date" means the date of this Agreement or such later Business Day upon which each condition described in Sections 4.1 and 4.2 shall be satisfied or waived in a manner acceptable to Bank in its discretion.
"Code" means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.
"Collateral" means all properties, rights, interests, and privileges from time to time subject to the Liens granted to Bank, or any security trustee therefor, by the Collateral Documents.
"Collateral Account" is defined in Section 8.4(b).
"Collateral Documents" means the Pledge Agreement, the Security Agreement, the Control Agreements and all other mortgages, deeds of trust, security agreements, pledge agreements, assignments, financing statements and other documents as shall from time to time secure the Obligations or any part thereof.
"Consolidated Group" means the Borrower and its consolidated subsidiaries as determined in accordance with GAAP.
"Control Agreement" means with respect to Collateral, tri-party deposit account, securities account or commodities account control agreements by and among the Borrower or subsidiary owning such account, the Bank and the depository, securities intermediary or commodities intermediary, and each in form and substance reasonably satisfactory to the Bank, and in any event providing to the Bank "control" of such deposit account, securities or commodities account, as applicable, within the meaning of Articles 8 and 9 of the UCC.
"Controlled Group" means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with Borrower, are treated as a single employer under Section 414 of the Code.
"Credit Event" means the advancing of any Revolving Loan, or the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit.
"Default" means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default.
"Disposition" means the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted under this Agreement.
"Domestic Subsidiary" means a Subsidiary that is not a Foreign Subsidiary.
"EBITDA" means, with reference to any period, Net Income for such period plus (a) all amounts deducted in arriving at such Net Income amount in respect of (i) Interest Expense for such period, (ii) federal, state, and local income taxes for such period, (iii) depreciation of fixed assets and amortization of intangible assets for such period and (iv) non cash expenses related to equity awards for such period and (b) non-recurring fees and expenses incurred by the Borrower or any Subsidiary in connection with any Permitted Acquisition, but in no event to exceed 2.5% of the Acquisition Consideration associated with such Permitted Acquisition.
"Environmental Claim" means any investigation, notice, violation, demand, allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) pursuant to, or in connection with an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.
"Environmental Law" means any current or future Legal Requirement pertaining to (a) the protection of health, safety and the indoor or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal,
remediation or handling of, or exposure to, any Hazardous Material or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.
"Equity Interests" of any Person means any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest and any limited liability interest, and any securities or other rights or interest convertible into or exchangeable for any of the foregoing.
"Eurodollar Loan" means a Revolving Loan bearing interest at the rate specified in Section 2.4(b).
"Eurodollar Reserve Percentage" means the maximum reserve percentage, expressed as a decimal, at which reserves (including any emergency, marginal, special, and supplemental reserves) are imposed by the Board of Governors of the Federal Reserve System (or any successor) on "eurocurrency liabilities", as defined in such Board's Regulation D (or any successor thereto), subject to any amendments of such reserve requirement by such Board or its successor, taking into account any transitional adjustments thereto. For purposes of this definition, the relevant Revolving Loans shall be deemed to be "eurocurrency liabilities" as defined in Regulation D without benefit or credit for any prorations, exemptions or offsets under Regulation D. The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any such reserve percentage.
"Event of Default" means any event or condition identified as such in Section 8.1.
"Event of Loss" means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property or (b) any condemnation, seizure, or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property.
"Federal Funds Rate" means the fluctuating interest rate per annum described in part (i) of clause (b) of the definition of Base Rate.
"Foreign Subsidiary" means each Subsidiary which (a) is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, (b) conducts substantially all of its business outside of the United States of America, and (c) has substantially all of its assets outside of the United States of America.
"GAAP" means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within
the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.
"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
"Guarantor" and "Guarantors" each is defined in Section 6.12(a).
"Guaranty" and "Guaranties" each is defined in Section 6.12(a).
"Hazardous Material" means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous or toxic, and includes (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any material classified or regulated as "hazardous" or "toxic" or words of like import pursuant to an Environmental Law.
"Hazardous Material Activity" means any activity, event or occurrence involving a Hazardous Material, including the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material.
"Hostile Acquisition" means the acquisition of the capital stock or other equity interests of a Person through a tender offer or similar solicitation of the owners of such capital stock or other equity interests which has not been approved (prior to such acquisition) by resolutions of the Board of Directors of such Person or by similar action if such Person is not a corporation, or as to which such approval has been withdrawn.
"Indebtedness for Borrowed Money" means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business), (c) all indebtedness secured by any Lien upon Property of such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such Person, and (e) all obligations of such Person on or with respect to letters of credit, bankers' acceptances and other extensions of credit whether or not representing obligations for borrowed money (provided, however, the principal portion of any outstanding Reimbursement Obligation shall not be counted twice).
"Interest Expense" means, with reference to any period, the sum of all interest charges (including imputed interest charges with respect to Capitalized Lease Obligations and all amortization of debt discount and expense) of Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.
"Interest Payment Date" means (a) with respect to any Eurodollar Loan, the last day of each Interest Period with respect to such Eurodollar Loan and on the maturity date and, if the applicable Interest Period is longer than (3) three months, on each day occurring every three (3) months after the commencement of such Interest Period, and (b) with respect to any Base Rate Loan, the last day of every calendar month and on the maturity date thereof.
"Interest Period" means the period commencing on the date a Borrowing of Eurodollar Loans is advanced, continued, or created by conversion and ending 1, 2, or 3 months thereafter as selected by Borrower in its notice as provided herein; provided that:
i.no Interest Period shall extend beyond the final maturity date of the relevant Revolving Loans;
ii.whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of an Interest Period for a Borrowing of Eurodollar Loans to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding Business Day; and
iii.for purposes of determining an Interest Period for a Borrowing of Eurodollar Loans, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided that if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end.
"L/C Obligations" means the aggregate undrawn face amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations.
"L/C Sublimit" means $2,000,000, as reduced pursuant to the terms hereof.
"Laws" means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
"Legal Requirement" means any treaty, convention, statute, law, regulation, ordinance, license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority, whether federal, state, or local.
"Letter of Credit" is defined in Section 2.3(a).
"LIBOR" means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR Index Rate for such Interest Period, if such rate is available, and (b) if the LIBOR Index Rate cannot be determined, the arithmetic average of the rates of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S. Dollars in immediately available funds are offered to Bank at 11:00 a.m. (London, England time) two (2) Business Days before the beginning of such Interest Period by three (3) or more major banks in the interbank eurodollar market selected by Bank for delivery on the first day of and for a period equal to such Interest Period and in an amount equal or comparable to the principal amount of the Eurodollar Loan scheduled to be made as part of such Borrowing.
"LIBOR Index Rate" means, for any Interest Period, the rate per annum (rounded upwards, if necessary, to the next higher one hundred thousandth of a percentage point) for deposits in U.S. Dollars for a period equal to such Interest Period, which appears on the LIBOR01 Page as of 11:00 a.m. (London, England time) on the day two (2) Business Days before the commencement of such Interest Period.
"LIBOR01 Page" means the display designated as "LIBOR01 Page" on the Reuters Service (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by Bank from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market).
"Lien" means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.
"Loan Documents" means this Agreement, the Note, the Applications, the Collateral Documents, and each other instrument or document to be delivered hereunder or thereunder or otherwise in connection therewith.
"Material Adverse Effect" means (a) a material adverse change in, or material adverse effect upon, the operations, business, Property, or condition (financial or otherwise) of Borrower or of Borrower and its Subsidiaries taken as a whole, (b) a material impairment of the ability of Borrower or any Subsidiary to perform its material obligations under any Loan Document or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability against Borrower or any Subsidiary of any Loan Document or the rights and remedies of Bank thereunder or (ii) the perfection or priority of any Lien granted under any Collateral Document.
"Moody's" means Moody's Investors Service, Inc.
"Net Cash Proceeds" means, as applicable, (a) with respect to any Disposition by a Person, cash and cash equivalent proceeds received by or for such Person's account, net of (i) reasonable direct costs relating to such Disposition and (ii) sale, use or other transactional taxes paid or payable by such Person as a direct result of such Disposition, (b) with respect to any Event of Loss of a Person, cash and cash equivalent proceeds received by or for such Person's account (whether as a result of payments made under any applicable insurance policy therefor or in connection with condemnation proceedings or otherwise), net of reasonable direct costs
incurred in connection with the collection of such proceeds, awards or other payments, and (c) with respect to any offering of equity securities of a Person or the issuance of any Indebtedness for Borrowed Money by a Person, cash and cash equivalent proceeds received by or for such Person's account, net of reasonable legal, underwriting, and other fees and expenses incurred as a direct result thereof.
"Net Income" means, with reference to any period, the net income (or net loss) of Borrower and its Subsidiaries for such period computed on a consolidated basis in accordance with GAAP; provided that there shall be excluded from Net Income (a) the net income (or net loss) of any Person accrued prior to the date it becomes a Subsidiary of, or has merged into or consolidated with, Borrower or another Subsidiary, and (b) the net income (or net loss) of any Person (other than a Subsidiary) in which Borrower or any of its Subsidiaries has an equity interest in, except to the extent of the amount of dividends or other distributions actually paid to Borrower or any of its Subsidiaries during such period.
"Note" is defined in Section 2.10(c).
"Obligations" means all obligations of Borrower to pay principal and interest on the Revolving Loans, all Reimbursement Obligations owing under the Applications, all fees and charges payable hereunder, all Hedging Liability (as defined in the Security Agreement), all Bank Products, Funds Transfer and Deposit Account Liability, and all other payment obligations of Borrower or any of its Subsidiaries arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired.
"OFAC" means the United States Department of Treasury Office of Foreign Assets Control.
"OFAC Event" means the event specified in Section 6.9.
"OFAC Sanctions Programs" means all laws, regulations, and Executive Orders administered by OFAC, including the Bank Secrecy Act, anti-money laundering laws (including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act)), and all economic and trade sanction programs administered by OFAC, any and all similar United States federal laws, regulations or Executive Orders, and any similar laws, regulators or orders adopted by any State within the United States.
"OFAC SDN List" means the list of the Specially Designated Nationals and Blocked Persons maintained by OFAC.
"PBGC" means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.
"Permitted Acquisition" means any acquisition by the Borrower, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a
business line or unit or a division of, any Person (such Person, the "Acquired Business") with respect to which all of the following conditions have been satisfied:
(a) any Person or assets or division as acquired in accordance herewith shall be in the same business or lines of business in which the Borrower or the Subsidiaries are engaged as of the date hereof or any other business related to health or personal care;
(b)the Acquisition shall not be a Hostile Acquisition;
Last updated: Dec 29, 2015