EXHIBIT 4.1a
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
February 15, 2001, by and among each of the persons listed on the signature page
attached hereto (each a "New Subsidiary Guarantor" and collectively the "New
Subsidiary Guarantors"), each a direct or indirect domestic Restricted
Subsidiary of PSS World Medical, Inc. (formerly known as Physician Sales &
Service, Inc., the "Company"), and SunTrust Bank, a Georgia banking corporation
(formerly known as SunTrust Bank, Central Florida, National Association), as
trustee (the "Trustee") under the Indenture referred to below.
W I T N E S S E T H
WHEREAS, the Company and the Subsidiary Guarantors have heretofore
executed and delivered to the Trustee an indenture (the "Indenture"), dated as
of October 7, 1997, providing for the issuance of an aggregate principal amount
of $250,000,000 of 8 1/2% Senior Subordinated Notes due 2007 (the "Notes");
WHEREAS, Section 4.20 of the Indenture provides that under certain
circumstances the Company may cause, and Section 4.20 of the Indenture provides
that under certain circumstances the Company must cause, certain of its
subsidiaries to execute and deliver to the Trustee a supplemental indenture
pursuant to which such subsidiaries shall unconditionally guarantee all of the
Company's Obligations under the Notes pursuant to a Note Guarantee on the terms
and conditions set forth herein; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture to amend the
Indenture, without the consent of any Holder.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the
Indenture.
2. AGREEMENT TO NOTE GUARANTEE. Each New Subsidiary Guarantor hereby
agrees, jointly and severally with all other Subsidiary Guarantors, to guarantee
the Company's Obligations under the Notes and the Indenture on the terms and
subject to the conditions set forth in Articles XI and XII of the Indenture and
to be bound by all other applicable provisions of the Indenture.
3. NO RECOURSE AGAINST OTHERS. No director, officer, employee or
stockholder, as such, of any New Subsidiary Guarantor shall have any liability
for any obligations of the Company or any Subsidiary under the Notes, any Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.
4. NEW YORK LAW TO GOVERN. The Internal law of the State of New York
shall govern and be used to construe this Supplemental Indenture but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.
5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact
contained herein, all of which recitals are made solely by the New Subsidiary
Guarantors.
8. EFFECT OF SUPPLEMENTAL INDENTURE. Except as amended by this
Supplemental Indenture, the terms and provisions of the Indenture shall remain
in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
NEW SUBSIDIARY GUARANTORS:
PHYSICIAN SALES & SERVICE, INC., a
Florida corporation
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
DI SERVICE GROUP, INC., a Florida
corporation
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
LINEAR MEDICAL SYSTEMS, INC., an
Arizona corporation
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
SOUTHEAST IMAGING SYSTEMS,
INC., a Florida corporation
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
DXR IMAGING, INC., a California
corporation
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
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PHOENIX RADIOLOGY, LTD., a
California company
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
XXXXXXXXX X-XXX COMPANY, INC.,
a Texas corporation
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
L&W X-RAY COMPANY, INC., a Texas
corporation
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
TRUSTEE:
SUNTRUST BANK
as Trustee
By: /s/ Xxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
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