PSS WORLD MEDICAL, INC. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 4, 2008 3.125% Convertible Senior Notes due 2014Indenture • August 6th, 2008 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
INDENTURE dated as of August 4, 2008 between PSS World Medical, Inc., a Florida corporation, as issuer (hereinafter sometimes called the “Company,” as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (hereinafter sometimes called the “Trustee,” as more fully set forth in Section 1.01).
N O N S T A T U T O R Y S T O C K O P T I O N C E R T I F I C A T E Non- transferable G R A N T TO (“Optionee”) the right to purchase from PSS World Medical, Inc. (the “Company”) shares of its Common Stock, par value $0.01, at the price of $ . per...Non-Statutory Stock Option Certificate • August 6th, 2008 • PSS World Medical Inc • Wholesale-medical, dental & hospital equipment & supplies
pursuant to and subject to the provisions of the PSS World Medical, Inc. 2006 Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). By accepting the Option, Optionee shall be deemed to have agreed to the terms and conditions set forth in this Award Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
PSS World Medical, Inc. Purchase AgreementPurchase Agreement • August 6th, 2008 • 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 Goldman, Sachs & Co. (the “Purchaser”) an aggregate of $200,000,000 principal amount of the Convertible Senior Notes due August 1, 2014, convertible into common stock, par value $0.01 (“Stock”), of the Company, specified above (the “Firm Securities”) and, at the election of the Purchaser, up to an aggregate of $30,000,000 additional aggregate principal amount (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Purchaser elects to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). In connection with the offering of the Securities, the Company is entering into convertible note hedge and warrant transactions with Goldman, Sachs & Co. (the “Convertible Note Hedge and Warrant Counterparty”) pursuant to confirmation letters, dated July 29, 2008, subject to an agreement in the f
