EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO CREDIT AGREEMENT 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 29, 2018 (this “Agreement”) 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”; Barista II, together with Distribution, Medical and Barista I, each a “Borrower” and collectively the
“Borrowers”), OWENS & MINOR, INC., a Virginia corporation (the “Parent”), the other Guarantors party hereto, the Banks party hereto and WELLS FARGO BANK, N.A., as administrative agent for the Banks (in such
capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below). 

RECITALS 
 WHEREAS, the
Borrowers, the Guarantors, the Banks and the Administrative Agent have entered into that certain Credit Agreement dated as of July 27, 2017 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the
“Credit Agreement”); and 
 WHEREAS, the Borrowers have requested that the Banks amend 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.    Amendments. 

(a)    The definition of “Consolidated EBITDA” in Section 1.1 of the Credit Agreement is
hereby amended to read as follows: 
 “Consolidated EBITDA” means, for any period, in each case for the
members of the Consolidated Group on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following, without duplication, to the extent deducted in calculating such Consolidated Net Income (other
than amounts specifically excluded from Consolidated Net Income under clauses (a) through (c) of the definition of Consolidated Net Income): (i) Consolidated Interest Expense for such period; (ii) taxes paid for such period;
(iii) depreciation and amortization for such period; (iv) all extraordinary or other non-recurring expenses and charges for such period which do not represent a cash item in such period (including
but not limited to items defined under GAAP such as losses on asset disposals, impairment losses on long-lived assets, exit and restructuring costs and goodwill impairment losses); provided, that, any expenses or charges incurred in
such period, during the fiscal years of the Parent ending December 31, 2017 and December 31, 2018, in connection with the Rapid Business Transformation and Client Engagement Centers reorganization and transformation shall not be added back
to Consolidated EBITDA pursuant to this clause (a)(iv) (it being understood and agreed that such expenses and charges may be added back pursuant to clause (a)(viii) below to the extent permitted pursuant to clause (a)(viii)
below); (v) expenses incurred in such period in connection with the issuance of stock options as compensation to employees and/or management of any member of the Consolidated Group; (vi) any costs and expenses incurred in such period in
connection with any Investment permitted 







 
pursuant to this Credit Agreement, any Acquisition permitted pursuant to this Credit Agreement, any Asset Disposition permitted pursuant to this Credit Agreement, any equity issuance permitted
pursuant to this Credit Agreement or any incurrence, payment, prepayment, refinancing or redemption of Indebtedness permitted pursuant to this Credit Agreement (including fees and expenses related to the Loans and LOC Obligations, and any
amendments, supplements and modifications thereof), including the amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, in each case, whether or not consummated; (vii) implementation costs incurred in
such period that are associated with Software as a Service (SaaS) as part of the adoption of ASU 2015-05; and (viii) all expenses and charges incurred in such period, during the fiscal years of the Parent
ending December 31, 2017 and December 31, 2018, in connection with the Rapid Business Transformation and Client Engagement Centers reorganization and transformation; provided, that, the aggregate amount of such expenses and
charges added back to Consolidated EBITDA pursuant to this clause (a)(viii) shall not exceed $35,200,000 during the term of this Credit Agreement; minus (b) the following, without duplication, to the extent included in calculating
such Consolidated Net Income: (i) all extraordinary or other non-recurring, non-cash items increasing such Consolidated Net Income for such period; and
(ii) any cash payments made during such period in respect of items described in clause (a)(iv) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were
incurred. Notwithstanding the above, the adjustments in clauses (a)(iv) and (b) shall be limited to those amounts that are separately disclosed by the Parent in its Forms 10-K or 10-Q filed with the Securities and Exchange Commission. 
 (b)    The
definition of “Permitted Liens” in Section 1.1 of the Credit Agreement is hereby amended by (a) deleting the word “and” at the end of clause (q) thereof, (b) deleting the “.” at the end of clause
(r) thereof and replacing it with “; and” and (c) adding the following new clause (s) immediately after clause (r) thereof: 

(s)    Liens on the cash proceeds (and the related escrow account, and any money market funds or securities
in which such cash proceeds are temporarily invested during the applicable escrow period) of any issuance of Indebtedness permitted pursuant to Section 8.1 in connection with the cash proceeds of such Indebtedness being
placed into (and pending the release from) escrow. 
 (c)    Section 8.1(h) of the Credit Agreement is
hereby amended to read as follows: 
 (h)    (i) unsecured Funded Debt under the Senior Notes, and
(ii) other Funded Debt of the members of the Consolidated Group that is unsecured (other than by Liens permitted pursuant to clause (s) of the definition of “Permitted Liens”); provided that the Borrowers shall be
in compliance with the financial covenants in Section 7.10 on a Pro Forma Basis after giving effect to the incurrence of such other unsecured Funded Debt; 

(d)    Section 8.11 of the Credit Agreement is hereby amended to read as follows: 

8.11    Subsidiary Dividends. 

The Credit Parties will not permit any member of the Consolidated Group to enter into, assume or otherwise become subject to,
or permit any of their respective Subsidiaries (other than a Securitization Subsidiary pursuant to a Qualified Securitization Transaction permitted hereunder) to enter into, assume or otherwise become subject to,


  
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any agreement prohibiting or otherwise restricting the payment of dividends by any of the Parent’s Subsidiaries (other than a Securitization Subsidiary pursuant to a Qualified Securitization
Transaction permitted hereunder) to the Parent or any other member of the Consolidated Group. 
 2.    Condition
Precedent. This Agreement shall become effective upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrowers, the Guarantors, the Required Banks and the Administrative Agent. 

3.    Expenses. The Credit Parties agree to reimburse the Administrative Agent for all reasonable documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including without limitation the
reasonable documented fees and expenses of Moore & Van Allen PLLC. 
 4.    Miscellaneous. 

(a)    The Credit Agreement and the obligations of the Credit Parties thereunder and under the other Credit
Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement shall constitute a Credit Document. 

(b)    Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this
Agreement, (ii) affirms all of its obligations under the Credit 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 Credit
Agreement or the other Credit Documents. 
 (c)    Each Credit Party hereby represents and warrants as
follows: (i) such Credit Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement; (ii) this Agreement has been duly executed and delivered by such Credit
Party and constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as may be limited by bankruptcy or insolvency laws or similar laws affecting
creditors’ rights generally or by general equitable principles; and (iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by such Credit Party of this Agreement (or, if required, such consent, approval and authorization has been obtained). 

(d)    The Credit Parties represent and warrant to the Banks that, after giving effect to this Agreement,
(i) the representations and warranties made by the Credit Parties in the Credit Agreement and in the other Credit Documents and which are contained in any certificate furnished at any time under or in connection therewith are true and correct
in all material respects on and as of the date hereof as if made on and as of such date (except (A) for those which expressly relate to an earlier date, in which case they were true and correct as of such earlier date, and (B) to the
extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty is true and correct in all respects), and (ii) no Default or Event of Default has
occurred and is continuing. 
 (e)    This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart for
each of the parties hereto. Delivery by facsimile by any of the parties hereto of an executed counterpart of this Agreement shall be as effective as an original executed counterpart hereof and shall be deemed a representation that an original
executed counterpart hereof will be delivered. 

  
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 (f)    THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR
CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 [Signature Pages to Follow] 

  
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 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.,
		 		 	a Virginia corporation
				
		 		 	By:	 	 /s/ Nicholas J. Pace

		 		 	Name:	 	Nicholas J. Pace
		 		 	Title:	 	SVP, General Counsel & Corporate Secretary, Director
			
		 		 	OWENS & MINOR MEDICAL, INC.,
		 		 	a Virginia corporation
				
		 		 	By:	 	 /s/ Nicholas J. Pace

		 		 	Name:	 	Nicholas J. Pace
		 		 	Title:	 	SVP, General Counsel & Corporate Secretary, Director
			
		 		 	BARISTA ACQUISITION I, LLC,
		 		 	a Virginia limited liability company
				
		 		 	By:	 	 /s/ Nicholas J. Pace

		 		 	Name:	 	Nicholas J. Pace
		 		 	Title:	 	SVP, General Counsel & Corporate Secretary
			
		 		 	BARISTA ACQUISITION II, LLC,
		 		 	a Virginia limited liability company
				
		 		 	By:	 	 /s/ Nicholas J. Pace

		 		 	Name:	 	Nicholas J. Pace
		 		 	Title:	 	SVP, General Counsel & Corporate Secretary
			
	GUARANTORS:	 		 	OWENS & MINOR, INC.,
		 		 	a Virginia corporation
				
		 		 	By:	 	 /s/ Nicholas J. Pace

		 		 	Name:	 	Nicholas J. Pace
		 		 	Title:	 	EVP, General Counsel, Corporate Secretary & Communications
			
		 		 	O&M HALYARD, INC.,
		 		 	a Virginia corporation
				
		 		 	By:	 	 /s/ Nicholas J. Pace

		 		 	Name:	 	Nicholas J. Pace
		 		 	Title:	 	SVP, General Counsel & Corporate Secretary, Director


  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 









							
	ADMINISTRATIVE AGENT:	 		 	WELLS FARGO BANK, N.A.,
		 		 	in its capacity as Administrative Agent
				
		 		 	By:	 	 /s/ Andrea S Chen

		 		 	Name:	 	Andrea S Chen
		 		 	Title:	 	Managing Director


  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 









							
	BANKS:	 		 	WELLS FARGO BANK, N.A.,
		 		 	in its capacity as a Bank, Issuing Bank and the Swingline Bank
				
		 		 	By:	 	 /s/ Andrea S Chen

	 	 	 	 	Name:	 	Andrea S Chen
	 	 	 	 	Title:	 	Managing Director


  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 








 
			
	 BANK OF AMERICA, N.A.,
 in its
capacity as a Bank and an Issuing Bank

		
	By:	 	 /s/ Darren Merten

	Name:	 	Darren Merten
	Title:	 	Vice President



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 









			
	 JPMORGAN CHASE BANK, N.A.,
 in its
capacity as a Bank and an Issuing Bank

		
	By:	 	 /s/ Joon Hur

	Name:	 	Joon Hur
	Title:	 	Executive Director



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 








 
			
	 SUNTRUST BANK,
 in its capacity
as a Bank

		
	By:	 	 /s/ Philip VanFossan

	Name:	 	Philip VanFossan
	Title:	 	Vice President



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 








 
			
	 PNC BANK, NATIONAL ASSOCIATION,
 in
its capacity as a Bank

		
	By:	 	 /s/ Carolyn L. West

	Name:	 	Carolyn L. West
	Title:	 	Senior Vice President



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 








 
			
	 US BANK NATIONAL ASSOCIATION,
 in
its capacity as a Bank

		
	By:	 	 /s/ Joseph M.
Schnorr                                

	Name:	 	Joseph M. Schnorr
	Title:	 	Senior Vice Present



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 








 
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

in its capacity as a Bank

		
	By:	 	 /s/ Kevin
Wood                                        


	Name:	 	Kevin Wood
	Title:	 	Director



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 








 
			
	 BRANCH BANKING & TRUST COMPANY,

in its capacity as a Bank

		
	By:	 	 /s/ J. Carlos Navarrete

	Name:	 	J. Carlos Navarrete
	Title:	 	Vice President



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 








 
			
	 CITIBANK, N.A.,
 in its capacity as
a Bank

		
	By:	 	 /s/ Eugene Yermash

	Name:	 	Eugene Yermash
	Title:	 	Vice President



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC. 








 
			
	 HSBC BANK USA, NATIONAL ASSOCIATION,

in its capacity as a Bank

		
	By:	 	 /s/ Matthew Brannon

	Name:	 	Matthew Brannon
	Title:	 	Vice President



  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 OWENS & MINOR, INC.