Summary of INFUSYSTEM HOLDINGS, INC

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

Credit Facility Parties

On November 30, 2012, InfuSystem Holdings, Inc., or the Company, and certain of its direct and indirect subsidiaries entered into a Credit Agreement with Wells Fargo Bank, National Association as administrative agent, lead arranger, book runner, syndication agent and documentation agent (the "Agent" or "Wells Fargo") and certain lenders. The borrowers under the Credit Agreement are Infusystem, Inc., a California corporation, and First Biomedical, Inc., a Kansas corporation (the "Borrowers"). Each of the Borrowers is a wholly-owned direct subsidiary of InfuSystem Holdings USA, Inc., a Delaware corporation, and InfuSystem Holdings USA Inc. is itself a direct wholly-owned subsidiary of the Company and together with the Company and the Borrowers, is a party to the Credit Agreement. The lenders party to the Credit Agreement are Wells Fargo, PennantPark Investment Corporation, a Maryland corporation, PennantPark Credit Opportunities Fund, L.P., a Delaware limited partnership, and PennantPark Floating Rate Capital Ltd. Prior to entry into the Credit Agreement, the Company and its subsidiaries did not have a material relationship with these lenders or the Agent.

Structure

At the closing of the transaction, the credit facility provided for loans of up to $36.5 million and were comprised of two terms loans and an asset-based revolving credit facility. The proceeds of the term loans are intended to repay and refinance an existing credit facility with Bank of America, N.A. (the "Bank of America Facility"), which consisted of a $30.0 million term loan and a $5.0 million revolving credit facility, both of which were to mature on July 1, 2013 pursuant to the April 24, 2012 Fifth Amendment to the Credit Agreement disclosed on the Current Report on Form 8-K filed on April 26, 2012. The asset-based revolving credit facility will be used for general corporate purposes and the payment of certain fees and expenses.

The term loans consist of commitments with respect to a: (i) Term Loan A in the amount of $12.0 million being funded by Wells Fargo, and (ii) Term Loan B in the amount of $14.5 million, which is funded by PennantPark Investment Corporation, PennantPark Credit Opportunities Fund, LP and PennantPark Floating Rate Capital Ltd. The asset-based revolving credit facility, which is being provided by Wells Fargo, provides for revolving loans (including certain revolving loans designated as "Swing Loans" which provide for same day revolving loan advances up to an aggregate principal amount of Swing Loans outstanding at any time of $2.5 million unless such limitation is waived by the lender making Swing Loans) and the issuance of letters of credit in an aggregate amount of up to $10.0 million. At closing on November 30, 2012, the Borrowers drew an initial amount of $28.5 million, of which $26.5 million was under the term loans and $2.0 million was pursuant to the asset-based revolving credit facility. With the initial funding of the two term loans, the Company has repaid and terminated the Bank of America Facility as having been fully performed, and all liens under such Bank of America Facility have been released, except that notwithstanding the termination of the Bank of America Facility, a letter of credit originally issued under the Bank of America Facility for the benefit of a

landlord in the amount of $0.1 million and cash collateralizing it with a certificate of deposit has been left in place with an intent to eventually transfer it to the new credit facility. Additionally as part of this transaction, the Company also terminated its interest rate swap of $0.2 million with Bank of America. The Company paid approximately $1.5 million in advisory and legal fees associated with this Credit Agreement.

Interest Rates and Fees

For purposes of determining interest rates for specified periods of time, advances under the various facilities may, at the option of the Borrowers so long as they are not in default, either be LIBOR Rate Loans or Base Rate Loans (each as defined below), although unless Borrower has opted for a LIBOR Rate Loan, the advances will be treated as Base Rate Loans. Depending upon whether an advance is a LIBOR Rate Loan or a Base Rate Loan for a specified period of time, such advance shall bear interest at the following rates:

(a) if the relevant advance is under Term Loan A or Term Loan B and is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate (as defined below) plus 7.25%;

(b) if the relevant advance is a revolving loan that is a LIBOR Rate Loan, at a per annum rate equal to LIBOR Rate plus 7.25%;

(c) if the relevant advance is under Term Loan A or Term Loan B and is Base Rate Loan, at a per annum rate equal to the Base Rate (as defined below) plus 6.25%; and

(d) otherwise, at a per annum rate equal to the Base Rate plus 6.25%.

A LIBOR Rate Loan bears interest at a rate determined by reference to the LIBOR Rate, which means the greater of (a) 2.00% per annum, and (b) the rate per annum appearing on Macro* World's (https://capitalmarkets.mworld.com) Page BBA LIBOR - USD (or any successor or substitute pate) two business days before the commencement of the requested interest period commencing upon the making of such LIBOR Rate Loan and ending 1, 2 or 3 months after such time, for a term, and in an amount, comparable to the interest period and amount of the LIBOR Rate Loan requested by the Borrowers. Absent the agreement of the Agent in its sole discretion, the Borrowers shall have no more than five LIBOR Rate Loans in effect at any given time, and any advance treated as a LIBOR Rate Loan must be for at least $1,000,000.

A Base Rate Loan bears interest at a rate determined by reference to the Base Rate, which means the greatest of (a) 3.00% per annum, (b) 0.50% plus the fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, (c) the LIBOR Rate plus 1.00%, and (d) the rate of interest announced, from time to time, within Wells Fargo as its "prime rate".

A fronting fee of 0.825% per annum of the face amount of any issued letter of credit shall be paid to the Agent on account of the lender issuing a letter of credit on demand after the issuance of any letter of credit which shall be in addition to a letter of credit fee which shall accrue at a per annum rate equal to 7.25% times the undrawn amount of all outstanding letters of credit.

In connection with the Credit Agreement, the Borrowers agreed to pay to the Agent as a closing fee on November 30, 2012, (a) $220,000 in immediately available funds for the accounts of the lenders of revolving loans and Term Loan A in accordance with one or more separate agreements by and among Agent and such lenders, and (b) $410,000 in immediately available funds for the account of the lenders of Term Loan in accordance with one or more separate agreements by and among Agent and such lenders. In addition, in connection with the Credit Agreement, the Borrowers agreed to pay to the Agent for its sole and separate account and not the account of any lender a monthly servicing fee of $3,000, which fee shall be due and payable, in arrears, (a) on the first day of each month, commencing on December 1, 2012 through and including the first day of the month prior to the date on which all of the obligations under the Credit Agreement are paid in full in accordance with the terms of the Credit Agreement and the commitments of the lenders are terminated (the "Payoff Date"), and
(b) on the Payoff Date.

The Borrowers also shall pay to the Agent, for the ratable account of the lenders of revolving loans, an unused line fee in an amount equal to 0.50% per annum times the result of (i) the aggregate amount committed by each such lender, less (ii) the average amount of outstanding revolver loans (including the Swing Loans) and outstanding letters of credit during the immediately preceding month from and after November 30, 2012 up to the first day of the month prior to the Payoff Date. Furthermore, the Borrowers shall pay to the Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, of $1,000 per day, per examiner, plus out-of-pocket expenses for each field examination performed by personnel employed by the Agent, and the fees or charges paid or incurred by the Agent of not less than $1,000 per day, per person, plus out-of-pocket expenses if third parties are used to perform field examinations. So long as there is no continuing event of default, the Borrowers shall not be obligated to reimburse the Agent for more than two field examinations or two appraisals of the collateral in a calendar year, and no new appraisal shall be performed before July 1, 2013.

Upon the occurrence of an event of default, at the election of the Agent and the applicable lender or lenders, the above interest rates may be increased by 2.0% per annum.

. . .

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None

(b) Pro forma financial information:

None

(d) Exhibits

99.1 Press Release of InfuSystem Holdings, Inc. dated December 3, 2012

Important Additional Information About a Provision of the Credit Agreement

In connection with provisions of the Credit Agreement whereby the Company will use its best efforts to obtain stockholder approval for an amendment to the Company's Certificate of Incorporation, the Company will file with the Securities and Exchange Commission ("SEC") a proxy statement and relevant documents concerning the proposed amendment to the Certificate of Incorporation. The Company urges investors and security holders to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information about the Company and the proposed amendment to the Certificate of Incorporation. The Company's SEC filings, including the proxy statement and any other transaction-related filings (when they become available), may be obtained free of charge at

the SEC's website at www.sec.gov (the Company has CIK No. 0001337013), in the Investor Relations section of the Company's website, www.infusystem.com by clicking on "Investors," then "SEC Filings," or on the NYSE's website at www.nyse.nyx.com. In addition, investors and security holders may obtain free copies of the documents filed by the Company with the SEC by contacting InfuSystem Investor Relations via Rob Swadosh or Gabrielle Gutscher at The Dilenschneider Group at 212-922-0900, or the SEC at 800-SEC-0330 for the location of its nearest public reference room. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the amendment to the Certificate of Incorporation.

The Company and its directors, executive officers and certain other members of its management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the amendment to the Certificate of Incorporation. Information regarding the interests of such directors and executive officers (which may be different than those of the Company's stockholders generally) will be included in the proxy statement relating to the proposed amendment to the Certificate of Incorporation when it becomes available. In addition, information about the Company's executive officers and directors is available in its proxy statement previously filed with the SEC on May 7, 2012. Free copies of these documents may be obtained using the contact information above.