OWENS & MINOR, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2006 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York
Owens & Minor, Inc., a Virginia corporation (the “Company”), proposes, upon the terms and considerations set forth herein, to issue and sell to you, as the underwriters (the “Underwriters”), for whom Lehman Brothers Inc. (“Lehman Brothers”) is acting as the representative (the “Representative”) $200,000,000 in aggregate principal amount of its 6.35% Senior Notes due 2016 (the “Notes”). The Company’s obligations under the Notes, including the payment of principal, premium, if any, and interest with respect to the Notes, will be unconditionally guaranteed (the “Guarantees”) by Owens & Minor Medical, Inc., a Virginia corporation; Owens & Minor Distribution, Inc., a Virginia corporation; Access Diabetic Supply, LLC, a Florida limited liability company; and Owens & Minor Healthcare Supply, Inc., a Virginia corporation (collectively, the “Guarantors”). The Notes and the Guarantees are hereinafter collectively called the “Securities.” The Securities will (i) have terms and provisions which ar
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 7th, 2006 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of April 7, 2006 (this “Supplemental Indenture”), among OWENS & MINOR, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), having its principal office at 9120 Lockwood Blvd., Mechanicsville, Virginia 23116, each of OWENS & MINOR DISTRIBUTION, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (“O&M Distribution”), OWENS & MINOR MEDICAL, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (“O&M Medical”), ACCESS DIABETIC SUPPLY, LLC, a limited liability company duly organized and existing under the laws of the State of Florida (“Access Diabetic”), and OWENS & MINOR HEALTHCARE SUPPLY, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (“O&M Healthcare”), and SUNTRUST BANK, a banking corporation organized under the laws of the State of Georgia, as Trustee (the “
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 7th, 2006 • Owens & Minor Inc/Va/ • Wholesale-medical, dental & hospital equipment & supplies
SUBPART 2.2 The definition of “Consolidated EBITDA” set forth in Section 1.1 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:
