Purchase AgreementPurchase Agreement • March 9th, 2004 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
PSS World Medical, Inc., a Florida corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $125,000,000 principal amount of the Convertible Senior Notes due March 15, 2024, convertible into common stock, par value $0.01 (“Stock”), of the Company specified above (the “Firm Securities”) and, at the election of the Purchasers, up to an aggregate of $25,000,000 additional aggregate principal amount (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Purchasers elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of March 8, 2004, between the Company and the Purchasers.
PSS World Medical, Inc. Registration Rights AgreementRegistration Rights Agreement • March 9th, 2004 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
PSS WORLD MEDICAL, INC., a Florida corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 2.25% Convertible Senior Notes due 2024 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
PSS World Medical, Inc. as Issuer, and Wachovia Bank, National Association, as TrusteeIndenture • March 9th, 2004 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
INDENTURE, dated as of March 8, 2004, between PSS World Medical, Inc., a Florida corporation (the “Company”), and Wachovia Bank, National Association, a national banking association, as trustee (the “Trustee”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 9th, 2004 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • Georgia
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of this 1st day of March, 2004, among PSS World Medical, Inc., a Florida corporation (“PSS”), Gulf South Medical Supply, Inc., a Delaware corporation (“Gulf South”), and Physician Sales & Services Limited Partnership, a Florida limited partnership (“PSS LP”; PSS, Gulf South and PSS LP are referred to hereinafter each individually as a “Borrower” and collectively as “Borrowers”), PSS Holding, Inc., a Florida corporation (“PSS Holding”), PSS Service, Inc., a Florida corporation (“PSS Service”), Physician Sales & Service, Inc., a Florida corporation (“Physician Sales & Service”), Highpoint Healthcare Distribution, Inc., a Nevada corporation (“Highpoint Healthcare”), ProClaim, Inc., a Tennessee corporation (“ProClaim”), Ancillary Management Solutions, Inc., a Tennessee corporation (“Ancillary”), and ThriftyMed, Inc., a Florida corporation (“ThriftyMed”; PSS Holding, PSS Service, Physician Sales & Servic
