EXHIBIT 10.19
SUBSIDIARIES' CONSENT AND AGREEMENT
SUBSIDIARIES CONSENT AND AGREEMENT dated as of December 28, 2000 among the
Domestic Subsidiaries party hereto (each a "Subsidiary" and together the
"Subsidiaries"), the Lenders (as defined herein) and Bank of America, N.A.
(formerly known as NationsBank, N.A.), as Agent and Issuing Lender (in such
capacity, the "Agent") for the Lenders (as defined herein).
Reference is made to (a) the Credit Agreement dated as of February 11,
1999, the "Original Credit Agreement") among PSS World Medical, Inc. (the
"Borrower"), the several lenders from time to time party thereto (the "Lenders")
and Bank of America, N.A., as the Agent and Issuing Lender, (b) the Security
Agreement dated as of February 11, 1999 (the "Security Agreement") among the
Domestic Subsidiaries named therein as Subsidiary Grantors and the Agent, (c)
the Subsidiaries Guarantee Agreement dated as of February 11, 1999 (the
"Subsidiaries Guarantee Agreement") among the Domestic Subsidiaries named
therein as Guarantors and the Agent and (d) the Indemnity, Subrogation, and
Contribution Agreement dated as of February 11, 1999 (the "Indemnity,
Subrogation and Contribution Agreement") among the Borrower, the Domestic
Subsidiaries named therein as Guarantors and the Agent. To induce the Lenders to
enter into the Credit Agreement, the Subsidiaries guaranteed pursuant to the
Subsidiary Guarantee Agreement all of the obligations of the Borrower to such
Lenders under the Original Credit Agreement and secured their obligations under
the Subsidiary Guarantee Agreement by granting a security interest in certain
Collateral (as defined in the Security Agreement).
The Borrower and the Agent intend to amend the Original Credit Agreement to
(i) decrease the Lenders' Revolving Commitments to make Revolving Loans (as
defined in the Original Credit Agreement) of $120,000,000 from $140,000,000 and
(ii) make certain other amendments and modifications to the Original Credit
Agreement, all in the form and pursuant to the terms and conditions set forth in
the Amended and Restated Credit Agreement dated as of December 28, 2000 among
the Borrower, the Lenders and Agent (the "Amended and Restated Credit
Agreement"). Terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Amended and Restated Credit Agreement. To
induce the Agent and the Lenders to enter into the Credit Agreement, each
Subsidiary hereby agrees as follows:
Section 1. Consent of Subsidiary. Each Subsidiary acknowledges that it is
familiar with the contents of the Amended and Restated Credit Agreement. Each
Subsidiary consents to the transactions contemplated by the Amended and Restated
Credit Agreement and acknowledges and agrees that its obligations under the
Subsidiary Guarantee Agreement, the Indemnity, Subrogation and Contribution
Agreement and the Security Agreement shall continue in full force and effect,
taking into account the amendments contemplated by the Credit Agreement and this
Consent and Agreement. In particular, each Subsidiary hereby acknowledges the
decrease in the Revolving Commitments, agrees that all Credit Obligations (as
defined in the Amended and Restated Credit Agreement) shall constitute
obligations secured by such Subsidiary pursuant to the Security Agreement.
Accordingly, each Subsidiary acknowledges and agrees that (i) the definition of
"Guaranteed Obligations" in the Subsidiary Guarantee Agreement is hereby amended
to include and consist of all Credit Obligations (as defined in the Amended and
Restated Credit Agreement), (ii) the definition of "Secured Obligations" in the
Security Agreement is hereby amended to include and consist of all obligations
of the Subsidiaries under the Subsidiary Guarantee Agreement (as amended by the
foregoing clause (i)) and (iii) any reference to the terms "Credit Documents",
"Notes" and "Revolving Notes" in the Security Agreement (as amended by the
foregoing clauses (i) and (ii)), shall have the meaning ascribed to such terms
in the Amended and Restated Credit Agreement.
Section 2. Effectiveness. This Consent and Agreement shall become effective
on the Amended and Restated Credit Agreement Effective Date. On and after the
Amended and Restated Credit Agreement Effective Date, the rights and obligations
of the parties hereto shall be governed by the Security Agreement, in each case
as amended and modified by this Consent and Agreement, and the other Credit
Documents.
Section 3. Integration; Confirmation. On and after the Amended and Restated
Credit Agreement Effective Date, each reference in the Subsidiary Guarantee
Agreement, the Indemnity, Subrogation and Contribution Agreement and the
Security Agreement to "this Agreement", "herein", "hereunder" or words of
similar import, each reference in any other document delivered in connection
with any of the Credit Documents to the "Subsidiary Guarantee Agreement", the
"Indemnity, Subrogation and Contribution Agreement" or "Security Agreement" or
words of similar import, shall be deemed to be a reference to each such
agreement as amended and modified by this Consent and Agreement. All other terms
and provisions of the Subsidiary Guarantee Agreement, the Indemnity, Subrogation
and Contribution Agreement and the Security Agreement shall continue in full
force and effect and unchanged and are hereby confirmed in all respects. On and
after the Amended and Restated Credit Agreement Effective Date, all references
in the Subsidiary Guarantee Agreement, the Indemnity, Subrogation and
Contribution Agreement and the Security Agreement or any other document
delivered in connection therewith, to the "Credit Agreement" shall be deemed to
be a reference to the Amended and Restated Credit Agreement.
Section 4. Representations and Warranties. All representations and
warranties contained in the Amended and Restated Credit Agreement that relate to
the Subsidiaries are true and correct.
Section 5. Counterparts. This Consent and Agreement may be executed by the
parties hereto in several counterparts and each such counterpart shall be deemed
to be an original, admissible into evidence, but all such counterparts shall
together constitute but one and the same Consent and Agreement. Delivery of an
executed counterpart of this Consent and Agreement by telefacsimile shall be
equally as effective as delivery of a manually executed counterpart of this
Consent and Agreement. Any party delivering an executed counterpart of this
Consent and Agreement by telefacsimile shall also deliver a manually executed
counterpart of this Consent and Agreement, but the failure to deliver a manually
executed counterpart shall not affect the validity, enforceability and binding
effect of this Consent and Agreement.
Section 6. Governing Law. THIS CONSENT AND AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(Signature pages to follow.)
4
IN WITNESS WHEREOF, each party hereto has caused this Consent and Agreement
to be duly executed and delivered by its officers thereunto duly authorized as
of the date first above written.
SUBSIDIARIES: PHYSICIAN SALES & SERVICE, INC.,
------------ a Florida corporation
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
DIAGNOSTIC IMAGING, INC.,
a Florida corporation
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
GULF SOUTH MEDICAL SUPPLY, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
PSS DELAWARE, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
PSS HOLDING, INC.,
a Florida corporation
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
PSS SERVICE, INC.,
a Florida corporation
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
PHYSICIAN SALES & SERVICE LIMITED
PARTNERSHIP, a Florida limited partnership
By: PSS World Medical, Inc.,
Its General Partner
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President, Treasury and
Financial Reporting
THE XXXXXXX X-XXX COMPANY OF TEXAS,
a Texas corporation
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
XXXXXXXXX X-RAY 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
THRIFTYMED, INC.,
a Florida corporation
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
WORLDMED, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
WORLDMED INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
NATIONAL MED SUPPLY COMPANY,
an Ohio corporation
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
LENDERS: BANK OF AMERICA, N.A.,
-------
individually in its capacity as a Lender and in
its capacity as Agent and Issuing Lender
By:/s/ Xxxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Principal
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", New York Branch, as a Lender
By: /s/ Xxxxx X. Xxxxxxxxxx
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director, Chief Risk
Officer
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Executive Director
BANKERS TRUST COMPANY, as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SUNTRUST BANK, as a Lender
By: /s/ C. Xxxxxxx Xxxxxxxx
-------------------------------------------
Name: C. Xxxxxxx Xxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK, as a Lender
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
