# SECOND AMENDMENT TO
CREDIT AGREEMENT

THIS
SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment) is made and
entered into as of this 16thday of December, 2003, 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 Holdings, Inc., a Nevada corporation
(Highpoint), Highpoint Healthcare Distribution, Inc., a Nevada
corporation (Highpoint Healthcare), Gulf South Reimbursement
Services, Inc., a Florida corporation (Gulf South Reimbursement),
RBG Holdings, Inc., a Tennessee corporation (RGB), 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 & Service, Highpoint, Highpoint Healthcare, Gulf
South Reimbursement, RBG, ProClaim, Ancillary and ThriftyMed are referred to hereinafter
each individually as a Guarantor and collectively as
Guarantors), the Lenders party to this Amendment (the
Lenders), and Bank of America, N.A., as Agent for the Lenders
(the Agent).

W I T N E S S E T H :

WHEREAS,
Borrowers, Guarantors, the Lenders and the Agent entered into that certain Credit
Agreement, dated as of May 20, 2003, pursuant to which the Lenders agreed to make certain
loans to Borrowers (as amended, modified, supplemented and restated from time to time, the
Credit Agreement); and

WHEREAS,
Borrowers, Guarantors, the Lenders and the Agent desire to enter into this Amendment for
the purpose of amending the Credit Agreement in certain respects.

NOW,
THEREFORE, in consideration of the foregoing premises, and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

1.       
          All capitalized terms used herein and not otherwise expressly defined herein
          shall have the respective meanings given to such terms in the Credit Agreement.

2.       
          The Credit Agreement is amended by deleting the definition of Applicable
          Margin and replacing it with the following in lieu thereof:

| | Applicable
Margin means
| | -------------------------

| | (i) | with respect to Base Rate Loans and all other Obligations (other than LIBOR
                    Loans), 0.25%; and
| | --- | ------------------------------------------------------------------------------------------------------------------

| | (ii) | with respect to LIBOR Loans, 2.25%.
| | ---- | -----------------------------------

The
Applicable Margins shall be adjusted (up or down) prospectively on a quarterly basis as
determined by the Leverage Ratio, commencing with the first day of the first calendar
month that occurs more than 5 days after delivery of the Borrowers quarterly
Financial Statements to Lenders for the fiscal quarter ending September 26, 2003.
Adjustments in Applicable Margins shall be determined by reference to the following grids:

|If the Ratio of Adjusted Funded Debt to EBITDA is: | Level ofApplicable Margins:
|-------------------------------------------------- | ---------------------------
| 3.5 to 1.0                                       | Level I                    
|> 3.0 to 1.0 but  3.5 to 1.0                      | Level II                   
|> 2.5 to 1.0 but  3.0 to 1.0                      | Level III                  
|> 2.0 to 1.0 but  2.5 to 1.0                      | Level IV                   
|> 1.50 to 1.0 but  2.0 to 1.0                     | Level V                    
|> 1.25 to 1.0 but  1.5 to 1.0                     | Level VI                   
| 1.25 to 1.0                                      | Level VII                  

|                | Applicable Margins
|--------------- | ------------------
|
|Base Rate Loans | 1.00%             
|LIBOR Loans     | 3.00%             

All
adjustments in the Applicable Margins after the adjustments with respect to the fiscal
quarter ending September 26, 2003 shall be implemented quarterly on a prospective basis,
for each calendar month commencing at least 5 days after the date of delivery to the
Lenders of quarterly unaudited or annual audited (as applicable) Financial Statements
evidencing the need for an adjustment. Concurrently with the delivery of those Financial
Statements, the Borrowers shall deliver to the Agent and the Lenders a certificate, signed
by a Designated Financial Officer, setting forth in reasonable detail the basis for the
continuance of, or any change in, the Applicable Margins. In the event that, subsequent to
the setting of the Applicable Margins based on the Borrowers unaudited Financial
Statements as of the end of the last fiscal quarter of any Fiscal Year, the Borrowers
deliver their audited Financial Statements as of the end of such Fiscal Year and such
audited Financial Statements call for a higher level set forth in the foregoing grid, such
higher level shall apply retroactively to the date of the setting of the Applicable
Margins based on such unaudited Financial Statements. Failure to timely deliver such
Financial Statements shall, at the election of the Agent and in addition to any other
remedy provided for in the Agreement, result in an increase in the Applicable Margins to
the highest level set forth in the foregoing grid, until the first day of the first
calendar month following the delivery of those Financial Statements demonstrating that
such an increase is not required. If a Default or Event of Default has occurred and is
continuing at the time any reduction in the Applicable Margins is to be implemented, no
reduction may occur until the first day of the first calendar month following the date on
which such Default or Event of Default is waived or cured.

3.       
          The Credit Agreement is amended by deleting the definition of Maximum
          Inventory Loan Amount and replacing it with the following in lieu
          thereof:

| | Maximum
Inventory Loan Amount means $90,000,000.
| | --------------------------------------------------

4.       
          The Credit Agreement is amended by deleting the definition of Maximum
          Revolver Amount and replacing it with the following in lieu thereof:

| | Maximum
Revolver Amount means $200,000,000.
| | ---------------------------------------------

5.       
          The Credit Agreement is amended by deleting the definition of Permitted
          Acquisition and replacing it with the following in lieu thereof:

Permitted
Acquisition means the acquisition by an Obligor of all or a substantial portion
of the assets or equity interests of another Person in the same or a similar line of
business to that conducted by the Obligors (the Target) so long as: (a) the
Obligors shall provide the Agent notice of the proposed Acquisition, and such pro forma
and historical financial statements and other information and documents relating to the
proposed Acquisition as the Agent may request, at least 15 days prior to the date of the
consummation of the proposed Acquisition; (b) the purchase price for such acquisition does
not exceed $10,000,000 individually or $50,000,000 in the aggregate for all such
acquisitions (it being understood that (i) purchase price shall include all cash paid at
closing, all Debt described in Section 7.13(f), and all other purchase price
consideration (other than good faith earn out consideration not intended as a
substitute for cash consideration to circumvent the limitations contained in this
definition) in connection with such acquisition, and (ii) such $50,000,000 aggregate
amount shall be calculated by adding the purchase price from all acquisitions consummating
on or after May 20, 2003 through and including the Termination Date); (c) no Default or
Event of Default exists before or after giving effect to such acquisition; (d) after
giving effect to the consummation of such acquisition (including any Loans made hereunder
to finance such acquisition), Excess Availability is greater than $20,000,000; provided,
that no assets of the Target shall be included in the calculation of Excess Availability
for purposes of this clause (d) or otherwise until the Agent has completed a
satisfactory field examination with respect to the Target and its assets (it being
understood that, notwithstanding the completion of a satisfactory field examination, the
Agent shall have the right, in its reasonable commercial discretion, to establish lower
advance rates and/or reserves against the Accounts and Inventory of the Target and/or to
elect not to include any such Accounts or Inventory as Eligible Accounts or Eligible
Inventory); (e) after giving effect to the consummation of such Acquisition, the Borrowers
are in compliance with the financial covenants set forth in Section 7.23 on a pro
forma basis (it being understood that this requirement shall apply whether or not Excess
Availability is greater than $25,000,000 after giving effect to the consummation of such
Acquisition); provided, that such financial covenants shall be measured as of the most
recently ended fiscal month for which the Borrowers have delivered the financial
statements required under Section 5.2(b) or (c), as the case may be, for the
twelve fiscal month period then ended; (f) the Accounts Payable Turnover, calculated as of
the date of such proposed Acquisition and as of the most recently ended fiscal month for
which the Borrowers have delivered the financial statements required under Section
5.2(b) or (c), as the case may be, shall not in either case exceed 45 days; (g)
such acquisition does not involve a hostile takeover or tender offer; (h) a
Responsible Officer delivers to the Agent a certificate (i) demonstrating compliance with
clauses (d), (e) and (f) above, and (ii) stating that no Default or
Event of Default exists before or after giving effect to such acquisition; (i) after
giving effect to the consummation of such acquisition (including any Loans made hereunder
to finance such acquisition) the Aggregate Revolver Outstandings shall not exceed the
Maximum Revolver Amount minus $20,000,000; and (j) if the Target will become a Subsidiary
of a Borrower in connection with such acquisition, the Borrowers and the Target shall
cause the Target to become a Borrower (or, if the Agent requires, a Guarantor) hereunder
and grant to the Agent, for the benefit of the Agent and the Lenders, a perfected,
first-priority Lien on substantially all of the assets of the Target, all pursuant to
documentation in form and substance acceptable to the Agent in its discretion.

6.       
          The Credit Agreement is amended by deleting Schedule 1.1 and replacing it
          with the Schedule 1.1attached hereto.

7.       
          The effectiveness of this Amendment is expressly conditioned upon the following:

| | (a)                        the
due execution and delivery of this Amendment by each of the parties hereto;
| | ----------------------------------------------------------------------------------------------------------

| | (b)       
               the delivery to the Agent of duly executed originals of each of the documents
               set forth on the Closing Checklist, a copy of which is attached hereto as
               Exhibit A; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               the payment by the Borrowers of the amendment fee described in the fee letter
               with the Agent.
| | --------------------------------------------------------------------------------------------------------------------------------------

8.       
          To induce the Agent and the Lenders to enter into this Amendment, Borrowers and
          Guarantors hereby represent and warrant that, as of the date hereof, there
          exists no Default or Event of Default under the Credit Agreement.

9.       
          Borrowers and Guarantors hereby restate, ratify, and reaffirm each and every
          term, condition, representation and warranty heretofore made by each of them
          under or in connection with the execution and delivery of the Credit Agreement,
          as modified hereby, and the other Loan Documents, as fully as though such
          representations and warranties had been made on the date hereof and with
          specific reference to this Amendment, except to the extent that any such
          representation or warranty relates solely to a prior date.

10.       
          Except as expressly set forth herein, the Credit Agreement and the other Loan
          Documents shall be and remain in full force and effect as originally written,
          and shall constitute the legal, valid, binding and enforceable obligations of
          Borrowers and Guarantors to the Agent and the Lenders.

11.       
          Borrowers agree to pay on demand all reasonable costs and expenses of the Agent
          in connection with the preparation, execution, delivery and enforcement of this
          Amendment and all other Loan Documents and any other transactions contemplated
          hereby, including, without limitation, the reasonable fees and out-of-pocket
          expenses of legal counsel to the Agent.

12.       
          Borrowers and Guarantors agree to take such further action as the Agent shall
          reasonably request in connection herewith to evidence the agreements herein
          contained.

13.       
          This Amendment may be executed in any number of counterparts and by different
          parties hereto in separate counterparts, each of which, when so executed and
          delivered, shall be deemed to be an original and all of which counterparts,
          taken together, shall constitute but one and the same instrument.

14.       
          This Amendment shall be binding upon and inure to the benefit of the successors
          and permitted assigns, and legal representatives and heirs, of the parties
          hereto.

15.       
          This Amendment shall be governed by, and construed in accordance with, the laws
          of the State of Georgia.

---

IN
WITNESS WHEREOF, Borrowers, Guarantors, the Agent and the Lenders have caused this
Amendment to be duly executed as of the date first above written.

| | BORROWERS:                                                                                          
| | ----------------------------------------------------------------------------------------------------
|
| | PSS WORLD MEDICAL, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | GULF SOUTH MEDICAL SUPPLY, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP
By:  PSS World Medical, Inc.,         Its general partner
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| | GUARANTORS:                                                                                   
| | ----------------------------------------------------------------------------------------------
|
| | PSS HOLDING, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| |                                                                                               
| | ----------------------------------------------------------------------------------------------
| | PSS SERVICE, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| |                                                                                                              
| | -------------------------------------------------------------------------------------------------------------
| | PHYSICIAN SALES & SERVICE, INC.

By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | THRIFTYMED, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | HIGHPOINT HOLDINGS, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

---

| |                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------
| | HIGHPOINT HEALTHCARE DISTRIBUTIONS, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| |                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------
| | GULF SOUTH REIMBURSEMENT SERVICES, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| |                                                                                                
| | -----------------------------------------------------------------------------------------------
| | RBG HOLDINGS, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| |                                                                                            
| | -------------------------------------------------------------------------------------------
| | PROCLAIM, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

| |                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------
| | ANCILLARY MANAGEMENT SOLUTIONS, INC.
By:   /s/ David D. Klarner
Name:   David D. Klarner
Title:    Vice President

[Signatures Continued
on Next Page]

---

| | LENDERS:                                                                                  
| | ------------------------------------------------------------------------------------------
|
| | BANK OF AMERICA, N.A.
By:   /s/ Mark Herdman
Name:   Mark Herdman
Title:    Vice President

| |                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------
| | GENERAL ELECTRIC CAPITAL CORPORATION
By:   /s/ Steven Wagnblas
Name:   Steven Wagnblas
Title:    Duly Authorized Signatory

| |                                                                                                 
| | ------------------------------------------------------------------------------------------------
| | FLEET CAPITAL CORPORATION
By:   /s/ W. Reed Paden
Name:   W. Reed Paden
Title:    Vice President

| |                                                                                          
| | -----------------------------------------------------------------------------------------
| | WACHOVIA BANK, N.A.
By:   /s/ Eric Butler
Name:   Eric Butler
Title:    Managing Director

| | AGENT:                                                                                    
| | ------------------------------------------------------------------------------------------
|
| | BANK OF AMERICA, N.A.
By:   /s/ Mark Herdman
Name:   Mark Herdman
Title:    Vice President

---

# SCHEDULE 1.1

# COMMITMENTS

|Lender                                      | Commitment  | Pro Rata Share
|------------------------------------------- | ----------- | --------------
|                                            |             |               
|Bank of America, N.A                        | $83,000,000 | 41.500%       
|                                           
|General Electric Capital        Corporation | $47,000,000 | 23.500%       
|                                           
|Fleet Capital Corporation                   | $35,000,000 | 17.500%       
|                                           
|Wachovia Bank, N.A                          | $35,000,000 | 17.500%