owensminorcreditagreemen






Execution Version     Error! Unknown document property name.   AMENDMENT NO. 1 TO CREDIT AGREEMENT   THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”), dated as of [●]  (the “Amendment Effective Date”), is entered into among OWENS & MINOR DISTRIBUTION, INC., a  Virginia corporation (“Distribution”), OWENS & MINOR MEDICAL, INC., a Virginia corporation  (“Medical”), BARISTA ACQUISITION I, LLC, a Virginia limited liability company (“Barista I”),  BARISTA ACQUISITION II, LLC, a Virginia limited liability company (“Barista II”), O&M  HALYARD, INC., a Virginia corporation (“O&M Halyard”), BYRAM HEALTHCARE CENTERS,  INC., a New Jersey Corporation (“Byram”, and together with Distribution, Medical, Barista I, Barista II  and O&M Halyard, the “Borrowers”), OWENS & MINOR, INC., a Virginia corporation (the “Parent”),  the Guarantors, the Lenders and BANK OF AMERICA, N.A., as administrative agent (or any of its  designated branch offices or affiliates, in such capacity, the “Administrative Agent”).      RECITALS  WHEREAS, the Borrowers, the Lenders, and the Administrative Agent, have entered into that  certain Credit Agreement dated as of March 10, 2021 (as amended, modified, extended, restated,  replaced, or supplemented from time to time, the “Credit Agreement”); and  WHEREAS, certain loans and/or other extensions of credit (the “Loans”) under the Credit  Agreement denominated in Sterling, Canadian Dollars, Australian Dollars, Yen, and Euros (collectively,  the “Impacted Currencies”) incur or are permitted to incur interest, fees, commissions or other amounts  based on the London Interbank Offered Rate as administered by the ICE Benchmark Administration  (“LIBOR”) in accordance with the terms of the Credit Agreement;  WHEREAS, applicable parties under the Credit Agreement have determined in accordance with  the Credit Agreement that LIBOR for the Impacted Currencies should be replaced with a successor rate in  accordance with the Credit Agreement and, in connection therewith, the Administrative Agent has  determined that certain conforming changes are necessary or advisable;   WHEREAS, in addition to making certain conforming changes necessary to implement a  successor rate for the Impacted Currencies, the Borrowers desire to make certain additional amendments  to the Credit Agreement as set forth below;  NOW, THEREFORE, in consideration of the premises and the mutual covenants contained  herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the parties hereto agree as follows:  1.  Defined Terms.  Capitalized terms used herein but not otherwise defined herein  (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit  Agreement, as amended by this Agreement.  2. Amendments.     (i) Notwithstanding any provision of the Credit Agreement or any other document related  thereto (the “Loan Documents”) to the contrary, the parties hereto hereby agree that the terms set  forth on Appendix A shall apply solely to the Impacted Currencies.    (ii) clause (a) of the definition of “Eurocurrency Rate” in Section 1.01 of the Credit  Agreement is hereby amended and restated in its entirety as follows:   





 






2     Error! Unknown document property name.     (a) denominated in a LIBOR Quoted Currency, the rate per annum equal to the  London Interbank Offered Rate as administered by ICE Benchmark Administration (or  any other Person that takes over the administration of such rate for such currency for a  period equal in  length to such Interest Period) (“LIBOR”), as published on the  applicable Bloomberg screen page (or such other commercially available source  providing such quotations as may be designated by the Administrative Agent from time  to time) at approximately 11:00 a.m. (London  time) two (2) Business Days prior to the  commencement of such Interest Period, for deposits in  the relevant currency, with a  term equivalent to such Interest Period,   (iii)  Section 2.07(c) of the Credit Agreement is hereby amended and restated in its  entirety as follows:    (c) Swing Line Loans. The Borrowers shall repay each Swing Line Loan in full  no later than ninety (90) days after such loan is made.  For the avoidance of doubt, to the extent provisions in the Credit Agreement apply to the  Impacted Currencies and such provisions are not specifically addressed by Appendix A, the provisions in  the Credit Agreement shall continue to apply to the Impacted Currencies.    3. Conflict with Loan Documents.  In the event of any conflict between the terms of this  Agreement and the terms of the Credit Agreement or the other Loan Documents, the terms hereof shall  control.   4. Conditions Precedent.  This Agreement shall become effective upon receipt by the  Administrative Agent of counterparts of this Agreement, properly executed by the Borrowers, each  Lender, each Guarantor and the Administrative Agent.  5. Payment of Expenses.  The Borrowers agree to reimburse the Administrative Agent for  all reasonable fees, charges and disbursements of the Administrative Agent in connection with the  preparation, execution and delivery of this Agreement, including all reasonable fees, charges and  disbursements of counsel to the Administrative Agent (paid directly to such counsel if requested by the  Administrative Agent).  6. Miscellaneous.  (a) The Loan Documents, and the obligations of the Borrowers and the Guarantors  under the Loan Documents, are hereby ratified and confirmed and shall remain in full force and  effect according to their terms.  This Agreement is a Loan Document.  (b) The Borrowers and each Guarantor (i) acknowledges and consents to all of the  terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents  and (iii) agrees that this Agreement and all documents executed in connection herewith do not  operate to reduce or discharge its obligations under the Loan Documents, (iv) agrees that the  Collateral Documents continue to be in full force and effect and are not impaired or adversely  affected in any manner whatsoever, (v) confirms its grant of security interests pursuant to the  Collateral Documents to which it is a party as Collateral for the Obligations, and (vi) acknowledges  that all Liens granted (or purported to be granted) pursuant to the Collateral Documents remain and  continue in full force and effect in respect of, and to secure, the Obligations. Each Guarantor hereby  reaffirms its obligations under the Guaranty and agrees that its obligation to guarantee the  Obligations is in full force and effect as of the date hereof.  





 






3     Error! Unknown document property name.   (c) The Borrowers and each Guarantor represents and warrants that:  (i) This Agreement has been duly executed and delivered by such Person,  and constitutes a legal, valid and binding obligation of such Person, enforceable against it  in accordance with the terms hereof, except as such enforceability may be limited by  Debtor Relief Laws and by general principles of equity.  (ii) The execution and delivery by such Person of this Agreement and  performance by such Person of this Agreement have been duly authorized by all  necessary corporate or other organizational action, and do not and will not (I) contravene  the terms of any of such Person’s Organization Documents, (II) conflict with or result in  any breach or contravention of, or require any payment to be made under (x) any  Contractual Obligation exceeding the Threshold Amount to which such Person is a party  or affecting such Person or the properties of such Person or any of its Subsidiaries or  (y) any material order, injunction, writ or decree of any Governmental Authority or any  arbitral award to which such Person or its property is subject, (III) result in the creation of  any Lien (other than under the Loan Documents) or (IV) violate any material Law; except  (in the case of clauses (II) and (IV)), to the extent that such conflict, breach,  contravention, payment or violation could not, individually or in the aggregate,  reasonably be expected to have a Material Adverse Effect.  (d) This Agreement may be in the form of an electronic record (in “.pdf” form or  otherwise) and may be executed using electronic signatures, which shall be considered as  originals and shall have the same legal effect, validity and enforceability as a paper record.  This  Agreement may be executed in as many counterparts as necessary or convenient, including both  paper and electronic counterparts, but all such counterparts shall be one and the same  Agreement.  For the avoidance of doubt, the authorization under this paragraph may include,  without limitation, use or acceptance by the Administrative Agent of a manually signed  Agreement which has been converted into electronic form (such as scanned into “.pdf” format),  or an electronically signed Agreement converted into another format, for transmission, delivery  and/or retention.    (e) Any provision of this Agreement held to be illegal, invalid or unenforceable in  any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality,  invalidity or unenforceability without affecting the legality, validity or enforceability of the  remaining provisions hereof and the illegality, invalidity or unenforceability of a particular  provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in  any other jurisdiction.  (f) The terms of the Credit Agreement with respect to governing law, submission to  jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis  mutandis, and the parties hereto agree to such terms.  [remainder of page intentionally left blank]    





 






[Signature Page to Amendment]  Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and  delivered as of the date first above written.  BORROWERS:  OWENS & MINOR DISTRIBUTION, INC.,  as a Borrower  By:       Name: Michael W. Lowry  Title: Senior Vice President and Chief Financial Officer    OWENS & MINOR MEDICAL, INC.,  as a Borrower  By:       Name: Jonathan Leon  Title: Chief Financial Officer    BARISTA ACQUISITION I, LLC,  as a Borrower  By:       Name: Jonathan Leon  Title: President and Chief Financial Officer    BARISTA ACQUISITION II, LLC,  as a Borrower  By:       Name: Jonathan Leon  Title: President and Chief Financial Officer    O&M HALYARD, INC.,  as a Borrower  By:       Name: Michael W. Lowry  Title: Chief Financial Officer    BYRAM HEALTHCARE CENTER, INC.,  as a Borrower  By:       Name: Perry Bernocchi   Title: Chief Executive Officer and President     DocuSign Envelope ID: A2430D2C-C031-43F1-AAA4-4E718101E1FE 





 






[Signature Page to Amendment]  GUARANTORS:  OWENS & MINOR, INC.,  as a Guarantor  By:       Name: Jonathan Leon   Title: Senior Vice President and Corporate Treasurer    OWENS & MINOR INTERNATIONAL LOGISTICS, INC.,  as a Guarantor  By:       Name: Jonathan Leon  Title: Chief Financial Officer    O&M BYRAM HOLDINGS, GP,  as a Guarantor  By: Barista Acquisition I, LLC and Barista Acquisition II, LLC  Its: Partners       By:       Name: Jonathan Leon  Title:  President and Chief Financial Officer    BYRAM HOLDINGS I, INC.,  as a Guarantor  By:       Name: Perry Bernocchi  Title: Chief Executive Officer and President    OWENS & MINOR HEALTHCARE SUPPLY, INC.,  as a Guarantor  By:       Name: Jonathan Leon  Title: Chief Financial Officer    MEDICAL ACTION INDUSTRIES, INC.,  as a Guarantor  By:       Name: Jonathan Leon   Title: Vice President and Treasurer   DocuSign Envelope ID: A2430D2C-C031-43F1-AAA4-4E718101E1FE 





 






[Signature Page to Amendment]  AVID MEDICAL, INC.,  as a Guarantor      By:       Name: Jonathan Leon  Title: Vice President and Treasurer    HALYARD NORTH CAROLINA, LLC,  as a Guarantor  By:       Name: Michael W. Lowry       Title: Senior Vice President and Chief Financial Officer   DocuSign Envelope ID: A2430D2C-C031-43F1-AAA4-4E718101E1FE 





 






  [Signature Page to Amendment No. 1 to Credit Agreement]  Error! Unknown document property name.   ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.,  as Administrative Agent  By:       Name:  Title:    





 






  [Signature Page to Amendment No. 1 to Credit Agreement]  Error! Unknown document property name.   LENDERS: BANK OF AMERICA, N.A.,  as a Lender  By:       Name:  Title: 





 






  [Signature Page to Amendment No. 1 to Credit Agreement]  Error! Unknown document property name.    [_],  as a Lender  By:       Name:  Title:  





 






     Error! Unknown document property name.   Appendix A    TERMS APPLICABLE TO ALTERNATIVE CURRENCY LOANS    1. Defined Terms.  The following terms shall have the meanings set forth below:   “Administrative Agent’s Office” means, with respect to any currency, the Administrative  Agent’s address and, as appropriate, account specified in the Credit Agreement with respect to  such currency, or such other address or account with respect to such currency as the  Administrative Agent may from time to time notify the Parent and the Lenders.  “Alternative Currency” means each of the following currencies: Sterling, Canadian  Dollars, Australian Dollars, Yen, and Euros.   “Alternative Currency Daily Rate” means, for any day, with respect to any extension of  credit under the Credit Agreement denominated in Sterling, the rate per annum equal to SONIA  determined pursuant to the definition thereof plus the SONIA Adjustment; provided, that, if any  Alternative Currency Daily Rate shall be less than zero, such rate shall be deemed zero for  purposes of this Agreement.  Any change in an Alternative Currency Daily Rate shall be effective  from and including the date of such change without further notice.  “Alternative Currency Daily Rate Loan” means a Loan that bears interest at a rate based  on the definition of “Alternative Currency Daily Rate.” All Alternative Currency Daily Rate  Loans must be denominated in an Alternative Currency.  “Alternative Currency Loan” means an Alternative Currency Daily Rate Loan or an  Alternative Currency Term Rate Loan, as applicable.  “Alternative Currency Term Rate” means, for any Interest Period, with respect to any  extension of credit under the Credit Agreement:   (a) denominated in Euros, the rate per annum equal to the Euro Interbank  Offered Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such  other commercially available source providing such quotations as may be designated by  the Administrative Agent from time to time) on the day that is two TARGET Days  preceding the first day of such Interest Period with a term equivalent to such Interest  Period;   (b) denominated in Japanese Yen, the rate per annum equal to the Tokyo  Interbank Offer Rate (“TIBOR”), as published on the applicable Reuters screen page (or  such other commercially available source providing such quotations as may be  designated by the Administrative Agent from time to time) on the day that is two  Business Days preceding the first day of such Interest Period (or such other day as is  generally treated as the rate fixing day by market practice in such interbank market, as  determined by the Administrative Agent; provided that, to the extent such market practice  is not administratively feasible for the Administrative Agent, then such date shall be such  other day as otherwise reasonably determined by the Administrative Agent) with a term  equivalent to such Interest Period;   (c) denominated in Australian Dollars, the rate per annum equal to the Bank  Bill Swap Reference Bid Rate (“BBSY”), as published on the applicable Reuters screen  





 






     Error! Unknown document property name.   page (or such other commercially available source providing such quotations as may be  designated by the Administrative Agent from time to time) on the day that is two  Business Days preceding the first day of such Interest Period (or such other day as is  generally treated as the rate fixing day by market practice in such interbank market, as  determined by the Administrative Agent; provided that, to the extent such market practice  is not administratively feasible for the Administrative Agent, then such date shall be such  other day as otherwise reasonably determined by the Administrative Agent) with a term  equivalent to such Interest Period; and  (d) denominated in Canadian Dollars, the rate per annum equal to the  Canadian Dollar Offered Rate (“CDOR”), as published on the applicable Reuters screen  page (or such other commercially available source providing such quotations as may be  designated by the Administrative Agent from time to time) (in such case, the “CDOR  Rate”) on the day that is two Business Days preceding the first day of such Interest  Period (or such other day as is generally treated as the rate fixing day by market practice  in such interbank market, as determined by the Administrative Agent; provided that, to  the extent such market practice is not administratively feasible for the Administrative  Agent, then such date shall be such other day as otherwise reasonably determined by the  Administrative Agent) with a term equivalent to such Interest Period;  provided, that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be  deemed zero for purposes of this Agreement.  “Alternative Currency Term Rate Loan” means a Loan that bears interest at a rate based  on the definition of “Alternative Currency Term Rate.”  All Alternative Currency Term Rate  Loans must be denominated in an Alternative Currency.     “Applicable Authority” means, with respect to any Alternative Currency, the applicable  administrator for the Relevant Rate for such Alternative Currency or any governmental authority  having jurisdiction over the Administrative Agent or such administrator.  “Applicable Rate” means the Applicable Rate, as defined in the Credit Agreement.  “Base Rate” means the Base Rate, as defined in the Credit Agreement.  “Base Rate Loans” means a Loan that bears interest at a rate based on the Base Rate.  “Borrowing” means a Borrowing, as defined in the Credit Agreement.  “Business Day” means any day other than a Saturday, Sunday or other day on which  commercial banks are authorized or required to close under the laws of, or are in fact closed in,  the state where the Administrative Agent’s Office is located; provided that  (a) if such day relates to any interest rate settings as to an Alternative  Currency Loan denominated in Euro, any fundings, disbursements, settlements and  payments in Euro in respect of any such Alternative Currency Loan, or any other dealings  in Euro to be carried out pursuant to this Agreement in respect of any such Alternative  Currency Loan, means a Business Day that is also a TARGET Day;  (b) if such day relates to any interest rate settings as to an Alternative  Currency Loan denominated in (i) Sterling, means a day other than a day banks are  





 






     Error! Unknown document property name.   closed for general business in London because such day is a Saturday, Sunday or a legal  holiday under the laws of the United Kingdom, (ii) Japanese Yen, means a day other than  when banks are closed for general business in Japan, (iii) Australian Dollars, means a day  other than when banks are closed for general business in Australia and (iv) Canadian  Dollars, means a day other than when banks are closed for general business in Canada;  and  (c) if such day relates to any fundings, disbursements, settlements and  payments in a currency other than Euro in respect of an Alternative Currency Loan  denominated in a currency other than Euro, or any other dealings in any currency other  than Euro to be carried out pursuant to this Agreement in respect of any such Alternative  Currency Loan (other than any interest rate settings), means any such day on which banks  are open for foreign exchange business in the principal financial center of the country of  such currency.  “Committed Loan Notice” means a Committed Loan Notice, as defined in the Credit  Agreement, and such term shall be deemed to include the Committed Loan Notice attached hereto  as Exhibit A.  “Conforming Changes” means, with respect to the use, administration of or any  conventions associated with SONIA, EURIBOR, TIBOR, BBSY, CDOR or any proposed  Successor Rate for any currency, any conforming changes to the definitions of “SONIA”,  “EURIBOR”, “TIBOR”, “BBSY”, “CDOR”, “Interest Period”, timing and frequency of  determining rates and making payments of interest and other technical, administrative or  operational matters (including, for the avoidance of doubt, the definition of “Business Day”,  timing of borrowing requests or prepayment, conversion or continuation notices, the applicability  of breakage provisions and length of lookback periods) as may be appropriate, in the discretion of  the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s)  and to permit the administration thereof by the Administrative Agent in a manner substantially  consistent with market practice for such currency (or, if the Administrative Agent determines that  adoption of any portion of such market practice is not administratively feasible or that no market  practice for the administration of such rate for such currency exists, in such other manner of  administration as the Administrative Agent determines is reasonably necessary in connection with  the administration of this Agreement and any other Loan Document).  “Dollar” and “$” mean lawful money of the United States.  “Dollar Equivalent” means the Dollar Equivalent, as defined in the Credit Agreement.  “Eurocurrency Rate” means Eurocurrency Rate, as defined in the Credit Agreement.  “Eurocurrency Rate Loans” means a Loan that bears interest at a rate based on the  Eurocurrency Rate.  “Interest Payment Date” means, (a) as to any Alternative Currency Daily Rate Loan, the  last Business Day of each month and the applicable maturity date set forth in the Credit  Agreement and (b) as to any Alternative Currency Term Rate Loan, the last day of each Interest  Period applicable to such Loan; provided, however, that if any Interest Period for an Alternative  Currency Term Rate Loan exceeds three months, the respective dates that fall every three months  after the beginning of such Interest Period shall be Interest Payment Dates.  





 






     Error! Unknown document property name.   “Interest Period” means as to each Alternative Currency Term Rate Loan, the period  commencing on the date such Alternative Currency Term Rate Loan is disbursed or converted to  or continued as an Alternative Currency Term Rate Loan and ending on the date one, three or six  months thereafter (in each case, subject to availability for the interest rate applicable to the  relevant currency), as selected by the Borrowers in each Committed Loan Notice, or twelve  months or any other period thereafter as selected by the Borrowers and consented to by each  Lender of such Alternative Currency Term Rate Loan; provided that:  (a) any Interest Period that would otherwise end on a day that is not a  Business Day shall be extended to the next succeeding Business Day unless, in the case  of an Alternative Currency Term Rate Loan, such Business Day falls in another calendar  month, in which case such Interest Period shall end on the next preceding Business Day;  (b) any Interest Period pertaining to an Alternative Currency Term Rate  Loan that begins on the last Business Day of a calendar month (or on a day for which  there is no numerically corresponding day in the calendar month at the end of such  Interest Period) shall end on the last Business Day of the calendar month at the end of  such Interest Period; and  (c) no Interest Period shall extend beyond the Maturity Date.  “Relevant Rate” means, with respect to any Loan denominated in (a) Sterling, SONIA,  (b) Euros, EURIBOR, (c) Japanese Yen, TIBOR, (d) Australian Dollars, BBSY and (e) Canadian  Dollars, CDOR, as applicable.    “Required Lenders” means the Required Lenders, as defined in the Credit Agreement,  subject to Section 2(g) of this Appendix A.  “Scheduled Unavailability Date” has the meaning set forth in Section 2(g) of this  Appendix A.  “SONIA” means, with respect to any applicable determination date, the Sterling  Overnight Index Average Reference Rate published on the fifth Business Day preceding such  date on the applicable Reuters screen page (or such other commercially available source  providing such quotations as may be designated by the Administrative Agent from time to time);  provided however that if such determination date is not a Business Day, SONIA means such rate  that applied on the first Business Day immediately prior thereto.  “SONIA Adjustment” means, with respect to SONIA, 0.0326% per annum.  “Successor Rate” has the meaning set forth in Section 2(g).  “TARGET2” means the Trans-European Automated Real-time Gross Settlement Express  Transfer payment system which utilizes a single shared platform and which was launched on  November 19, 2007.  “TARGET Day” means any day on which TARGET2 (or, if such payment system ceases  to be operative, such other payment system, if any, determined by the Administrative Agent to be  a suitable replacement) is open for the settlement of payments in Euro.  





 






     Error! Unknown document property name.   “Type” means, with respect to a Loan, its character as a Base Rate Loan, a Daily LIBOR  Swingline Loan, a Eurocurrency Rate Loan, an Alternative Currency Daily Rate Loan or an  Alternative Currency Term Rate Loan.  2. Terms Applicable to Alternative Currency Loans.  From and after the Amendment  Effective Date, the parties hereto agree as follows:  (a) Alternative Currencies.  (i) No Alternative Currency shall be considered a  currency for which there is a published LIBOR rate, and (ii) any request for a new Loan  denominated in an Alternative Currency, or to continue an existing Loan denominated in an  Alternative Currency, shall be deemed to be a request for a new Loan bearing interest at the  Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable; provided,  that, to the extent any Loan bearing interest at the Eurocurrency Rate is outstanding on the  Amendment Effective Date, such Loan shall continue to bear interest at the Eurocurrency Rate  until the end of the current Interest Period or payment period applicable to such Loan unless, in  the case of a Loan that bears interest at a daily floating rate, such daily floating rate is no longer  representative or being made available, in which case such Loan shall bear interest at the  applicable Alternative Currency Rate immediately upon the effectiveness of this Agreement.  (b)  References to Eurocurrency Rate and Eurocurrency Rate Loans in the Credit  Agreement and Loan Documents.    (i)  References to the Eurocurrency Rate and Eurocurrency Rate Loans in  provisions of the Credit Agreement and the other Loan Documents that are not  specifically addressed herein (other than the definitions of Eurocurrency Rate and  Eurocurrency Rate Loan) shall be deemed to include Alternative Currency Daily Rates,  Alternative Currency Term Rates, and Alternative Currency Loans, as applicable.  (ii)  For purposes of any requirement for the Borrowers to compensate  Lenders for losses in the Credit Agreement resulting from any continuation, conversion,  payment or prepayment of any Alternative Currency Loan on a day other than the last  day of any Interest Period (as defined in the Credit Agreement), references to the Interest  Period (as defined in the Credit Agreement) shall be deemed to include any relevant  interest payment date or payment period for an Alternative Currency Loan.  (c)   Interest Rates.  The Administrative Agent does not warrant, nor accept  responsibility, nor shall the Administrative Agent have any liability with respect to the  administration, submission or any other matter related to the rates in the definition of “Alternative  Currency Daily Rate”, “Alternative Currency Term Rate” or with respect to any rate that is an  alternative or replacement for or successor to any such rate or the effect of any of the foregoing,  or of any Conforming Changes.  (d) Borrowings and Continuations of Alternative Currency Loans.  In addition  to any other borrowing requirements set forth in the Credit Agreement:  (i) Alternative Currency Loans.  Each Borrowing of Alternative Currency  Loans, and each continuation of an Alternative Currency Term Rate Loan shall be made  upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given  by (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice  must be confirmed promptly by hand delivery, telecopy or electronic transmission to the  Administrative Agent of a written Committed Loan Notice, appropriately completed and  





 






     Error! Unknown document property name.   signed by a Responsible Office of the Parent.  Each such notice must be received by the  Administrative Agent substantially in the form attached hereto as Exhibit A or any other  form that may be approved by the Administrative Agent (including any form on an  electronic platform or electronic transmission system as shall be approved by the  Administrative Agent), (x) in the case of Loans denominated in Alternative Currencies  other than Yen, not later than 1:00 p.m. New York City time, four (4) Business Days (or  five (5) Business Days in the case of a Special Notice Currency) prior to the requested  date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any  continuation, (y) in the case of Loans denominated in Yen, not later than 1:00 p.m. New  York City time, five (5) Business Days prior to the requested date of any Borrowing or  continuation; provided, however, that if the Borrowers wish to request Alternative  Currency Term Rate Loans having an Interest Period other than one, three or six months  in duration as provided in the definition of “Interest Period,” the applicable notice must  be received by the Administrative Agent not later than 1:00 p.m. New York City time  five Business Days (or six Business Days in the case of a Special Notice Currency) prior  to the requested date of such Borrowing or continuation of Alternative Currency Term  Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders  of such request and determine whether the requested Interest Period is acceptable to all of  them. Not later than 1:00 p.m. New York City time, four Business Days (or five Business  Days in the case of a Special Notice Currency) prior to the requested date of such  Borrowing or continuation of Alternative Currency Term Rate Loans, the Administrative  Agent shall notify the Borrowers (which notice may be by telephone) whether or not the  requested Interest Period has been consented to by all the Lenders. Each Borrowing of or  continuation of Alternative Currency Loans shall be in a principal amount of the Dollar  Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in  excess thereof.  Each Committed Loan Notice (whether telephonic or written) shall  specify (i) whether the Borrowers are requesting a Borrowing or a continuation of  Alternative Currency Term Rate Loans, (ii) the requested date of the Borrowing or  continuation, as the case may be (which shall be a Business Day), (iii) the currency and  principal amount of Loans to be borrowed or continued, (iv) the Type of Loans to be  borrowed, (v) if applicable, the duration of the Interest Period with respect thereto.  If the  Borrowers fail to specify a currency in a Committed Loan Notice requesting a  Borrowing, then the Loans so requested shall be made in Dollars.  If the Borrowers fail to  specify a Type of Loan in a Committed Loan Notice or if the Borrowers fail to give a  timely notice requesting a continuation, then the applicable Loans shall be made as Base  Rate Loans denominated in Dollars; provided, however, that in the case of a failure to  timely request a continuation of Alternative Currency Term Rate Loans, such Loans shall  be continued as Alternative Currency Term Rate Loans in their original currency with an  Interest Period of one (1) month.  If the Borrowers request a Borrowing of or  continuation of Alternative Currency Term Rate Loans in any such Committed Loan  Notice, but fail to specify an Interest Period, it will be deemed to have specified an  Interest Period of one month.  Except as otherwise specified in the Credit Agreement, no  Alternative Currency Loan may be converted into or continued as a Loan denominated in  a different currency, but instead must be repaid in the original currency of such  Alternative Currency Loan and reborrowed in the other currency.  (ii) Conforming Changes.  With respect to any Alternative Currency Rate the  Administrative Agent will have the right to make Conforming Changes in good faith  from time to time and, notwithstanding anything to the contrary herein, in the Credit  Agreement or in any other Loan Document, any amendments implementing such  Conforming Changes will become effective without any further action or consent of any  





 






     Error! Unknown document property name.   other party to this Agreement, the Credit Agreement or any other Loan Document;  provided, that, with respect to any such amendment effected, the Administrative Agent  shall post each such amendment implementing such Conforming Changes to the  Borrowers and the Lenders reasonably promptly after such amendment becomes  effective.   (iii) Committed Loan Notice. For purposes of a Borrowing of Alternative  Currency Loans, or a continuation of and Alternative Currency Term Rate Loan, the  Borrowers shall use the Committed Loan Notice attached hereto as Exhibit A.  (e) Interest.     (i) Subject to the provisions of the Credit Agreement with respect to the  Default Rate, (x) each Alternative Currency Daily Rate Loan shall bear interest on the  outstanding principal amount thereof from the applicable borrowing date at a rate per  annum equal to the Alternative Currency Daily Rate plus the Applicable Rate; and (y)  each Alternative Currency Term Rate Loan shall bear interest on the outstanding  principal amount thereof for each Interest Period at a rate per annum equal to the  Alternative Currency Term Rate for such Interest Period plus the Applicable Rate.   (ii) Interest on each Alternative Currency Loan shall be due and payable in  arrears on each Interest Payment Date applicable thereto and at such other times as may  be specified the Credit Agreement.  Interest hereunder shall be due and payable in  accordance with the terms hereof before and after judgment, and before and after the  commencement of any proceeding under any Debtor Relief Law.  (f)  Computations.  All computations of interest for Alternative Currency Loans shall  be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed, or,  in the case of interest in respect of Alternative Currency Loans as to which market practice differs  from the foregoing, in accordance with such market practice. Interest shall accrue on each  Alternative Currency Loan for the day on which the Alternative Currency Loan is made, and shall  not accrue on an Alternative Currency Loan, or any portion thereof, for the day on which the  Alternative Currency Loan or such portion is paid, provided that any Alternative Currency Loan  that is repaid on the same day on which it is made shall, subject to the terms of the Credit  Agreement, bear interest for one day.  Each determination by the Administrative Agent of an  interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest  error.  (g) Inability to Determine Rate; Successor Rates.    (i) Defined Terms. For purposes of this Section 2(g), those Lenders that either have  not made, or do not have an obligation under the Credit Agreement to make, the relevant  Loans in the relevant Alternative Currency shall be excluded from any determination of  Required Lenders.   (ii) Inability to Determine Rates.  If in connection with any request for an Alternative  Currency Loan or a continuation of any of such Loans, as applicable, (A) the Administrative  Agent determines (which determination shall be conclusive absent manifest error) that (x) no  Successor Rate for the Relevant Rate for the applicable currency has been determined in  accordance with Section 2(g)(iii) and the circumstances under clause (x) of Section 2(g)(iii)  or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as  





 






     Error! Unknown document property name.   applicable), or (y) adequate and reasonable means do not otherwise exist for determining the  Relevant Rate for the applicable currency for any determination date(s) or requested Interest  Period, as applicable, with respect to a proposed Alternative Currency Loan, or (B) the  Administrative Agent or the Required Lenders determine that for any reason that the Relevant  Rate with respect to a proposed Alternative Currency Loan denominated in a currency for any  requested Interest Period or  determination date(s) does not adequately and fairly reflect the  cost to such Lenders of funding such Alternative Currency Loan, the Administrative Agent  will promptly so notify the Borrowers and each Lender.  Thereafter, (x) the obligation of the  Lenders to make or maintain Loans in the affected currencies, as applicable, shall be  suspended in each case to the extent of the affected Alternative Currency Loans or Interest  Period or determination date(s), as applicable, in each case until the Administrative Agent  (or, in the case of a determination by the Required Lenders described in clause (B) of this  Section, until the Administrative Agent upon instruction of the Required Lenders) revokes  such notice.    Upon receipt of such notice, (A) the Borrowers may revoke any pending request for a  Borrowing of, or continuation of Alternative Currency Loans to the extent of the affected  Alternative Currency Loans or Interest Period or determination date(s), as applicable or,  failing that, will be deemed to have converted such request into a request for a Borrowing of  Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified  therein and (B) any outstanding affected Alternative Currency Loans, at the Borrower’s  election, shall either (1) be converted into a Borrowing of Base Rate Loans denominated in  Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency  Loan immediately upon such election (or deemed election pursuant to the proviso below), in  the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest  Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full  immediately upon such election (or deemed election pursuant to the proviso below), in the  case of an Alternative Currency Daily Rate Loan, or, at the end of the applicable Interest  Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is  made by the Borrowers (x) in the case of an Alternative Currency Daily Rate Loan, by the  date that is three Business Days after receipt by the Borrowers of such notice or (y) in the  case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period  for the applicable Alternative Currency Term Rate Loan, the Borrowers shall be deemed to  have elected clause (1) above.   (iii) Replacement of Relevant Rate or Successor Rate.  Notwithstanding anything to  the contrary in this Agreement, the Credit Agreement or any other Loan Documents, if the  Administrative Agent determines (which determination shall be conclusive absent manifest  error), or the Borrowers or Required Lenders notify the Administrative Agent (with, in the  case of the Required Lenders, a copy to the Borrower) that the Borrowers or Required  Lenders (as applicable) have determined, that:   (x) adequate and reasonable means do not exist for ascertaining the Relevant  Rate for an Alternative Currency because none of the tenors of such Relevant Rate  (including any forward-looking term rate thereof) is available or published on a current  basis and such circumstances are unlikely to be temporary; or   (y) the Applicable Authority has made a public statement identifying a  specific date after which all tenors of the Relevant Rate for an Alternative Currency  (including any forward-looking term rate thereof) shall or will no longer be representative  or made available, or used for determining the interest rate of loans denominated in such  





 






     Error! Unknown document property name.   Alternative Currency, or shall or will otherwise cease, provided that, in each case, at the  time of such statement, there is no successor administrator that is satisfactory to the  Administrative Agent that will continue to provide such representative tenor(s) of the  Relevant Rate for such Alternative Currency (the latest date on which all tenors of the  Relevant Rate for such Alternative Currency (including any forward-looking term rate  thereof) are no longer representative or available permanently or indefinitely, the  “Scheduled Unavailability Date”);  or   (z) syndicated loans currently being executed and agented in the United  States, are being executed or amended (as applicable) to incorporate or adopt a new  benchmark interest rate to replace the Relevant Rate for an Alternative Currency;   or if the events or circumstances of the type described in Section 2(g)(iii)(x), (iii)(y) or  (iii)(z) of this Appendix A have occurred with respect to the Successor Rate then in effect,  and the Administrative Agent determines in good faith that none of the Successor Rates is  available, then, in each case, the Administrative Agent and the Borrowers may amend this  Agreement solely for the purpose of replacing the Relevant Rate for an Alternative Currency  or any then current Successor Rate for an Alternative Currency in accordance with this  Section 2(g)(iii) with an alternative benchmark rate giving due consideration to any evolving  or then existing convention for similar credit facilities syndicated and agented in the United  States and denominated in such Alternative Currency for such alternative benchmarks, and,  in each case, including any mathematical or other adjustments to such benchmark giving due  consideration to any evolving or then existing convention for similar credit facilities  syndicated and agented in the United States and denominated in such Alternative Currency  for such benchmarks, which adjustment or method for calculating such adjustment shall be  published on an information service as selected by the Administrative Agent in good faith  from time to time in its reasonable discretion and may be periodically updated (and any such  proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Successor  Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business  Day after the Administrative Agent shall have posted such proposed amendment to all  Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required  Lenders have delivered to the Administrative Agent written notice that such Required  Lenders object to such amendment.    The Administrative Agent will promptly (in one or more notices) notify the  Borrowers and each Lender of the implementation of any Successor Rate.   Any Successor Rate shall be applied in a manner consistent with market practice;  provided that to the extent such market practice is not administratively feasible for the  Administrative Agent, such Successor Rate shall be applied in a manner as otherwise  reasonably determined in good faith by the Administrative Agent.   Notwithstanding anything else herein or in the Credit Agreement, if at any time any  Successor Rate as so determined would otherwise be less than zero, the Successor Rate will  be deemed to be zero for the purposes of this Agreement and the other Loan Documents.   In connection with the implementation of a Successor Rate, the Administrative Agent  will have the right to make Conforming Changes in good faith from time to time and,  notwithstanding anything to the contrary herein or in any other Loan Document, any  amendments implementing such Conforming Changes will become effective without any  further action or consent of any other party to this Agreement; provided that, with respect to  





 






     Error! Unknown document property name.   any such amendment effected, the Administrative Agent shall post each such amendment  implementing such Conforming Changes to the Borrowers and the Lenders reasonably  promptly after such amendment becomes effective.    





 






    Error! Unknown document property name.   Exhibit A    FORM OF COMMITTED LOAN NOTICE  (Alternative Currency Loans)  Date:  ___________, _____1  To: Bank of America, N.A., as Administrative Agent  and Collateral Agent under the Credit Agreement referred to below  Bank of America, N.A.  Gateway Village -900 Bldg.   900 W Trade St.   Mailcode: NC1-026-06-04  Charlotte, NC  28255-0001  Attn: Patricia Santos  Phone: 980-387-3794  Email: patricia.santos@bofa.com     Ladies and Gentlemen:    Reference is made to that certain Credit Agreement dated as of March 10, 2021 (as may be amended,  restated, amended and restated, extended, replaced, refinanced, supplemented or otherwise modified from  time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)  among OWENS & MINOR DISTRIBUTION, INC., a Virginia corporation, OWENS & MINOR  MEDICAL, INC., a Virginia corporation, BARISTA ACQUISITION I, LLC, a Virginia limited liability  company, BARISTA ACQUISITION II, LLC, a Virginia limited liability company, O&M HALYARD,  INC., a Virginia corporation, BYRAM HEALTHCARE CENTERS, INC., a New Jersey Corporation  (collectively, the “Borrowers”), OWENS & MINOR, INC., a Virginia corporation (the “Parent”), the  other Loan Parties party thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral  Agent, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a  “Lender”),    The undersigned hereby requests (select one)2:    Indicate:  Borrowing,  Conversion or  Continuation  Indicate:  Borrower  Name  Indicate:  Requested  Amount  Indicate:  Currency  Indicate:  Alternative  Currency Daily  Rate Loan or  Alternative  Currency Term  Rate Loan  For Alternative  Currency Term  Rate Loans  Indicate:    Interest Period  (e.g., 1, 3 or 6  month interest  period)           1 Note to Borrower.  All requests submitted under a single Committed Loan Notice must be effective on the same  date.  If multiple effective dates are needed, multiple Committed Loan Notices will need to be prepared and signed.  2 Note to Borrower.  For multiple borrowings, conversions and/or continuations, fill out a new row for each  borrowing/conversion and/or continuation.  





 






     Error! Unknown document property name.                   The location and number of the applicable Borrower’s account to which funds are to be disbursed is:     Bank:  ___________________________   ABA #: ___________________________   Account #: ________________________   Account Name: ____________________     [The undersigned hereby certifies that the following statements will be true on the date  of the Proposed Borrowing:  (A) The representations and warranties contained in Article V of the Credit  Agreement or each other Loan Document are true and correct in all material respects on and as of the date  of the Proposed Borrowing; provided that, to the extent that such representations and warranties  specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date;  provided, further that any representation and warranty that is qualified as to “materiality,” “Material  Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in  all respects on such respective dates.  (B) No Default exists, or would result from the Proposed Borrowing or from the  application of the proceeds therefrom.]3  [The undersigned hereby certifies that the following statements will be true on the date of  the Proposed Borrowing:  (A) The Specified Representations are true and correct in all material respects on and  as of the date of the Proposed Borrowing; provided that, to the extent that such representations and  warranties specifically refer to an earlier date, they are true and correct in all material respects as of such  earlier date; provided, further that any representation and warranty that is qualified as to “materiality,”  “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification  therein) in all respects on such respective dates.  (B) No Specified Event of Default exists, or would result from the Proposed  Borrowing or from the application of the proceeds therefrom.]4  Delivery of an executed counterpart of this Committed Loan Notice by telecopier or other  electronic transmission shall be effective as delivery of an original executed counterpart of this  Committed Loan Notice.      3  To include for all Borrowings (other than (x) for a conversion of Loans to the other Type, or a continuation  of Eurocurrency Rate Loans or (y) a Credit Extension of Incremental Revolving Commitments in connection with a  Limited Condition Transaction for which an LCT Election has been made).    4  To include for all Credit Extension of Incremental Revolving Commitments in connection with a Limited  Condition Transaction for which an LCT Election has been made.    





 






    Error! Unknown document property name.   Very truly yours,    OWENS & MINOR, INC., as the Parent  By:   Name:   Title: