73
15.5
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
73
15.6
OTHER SECURITY AND GUARANTIES
73
15.7
FEES AND EXPENSES
73
15.8
NOTICES
74
15.9
WAIVER OF NOTICES
75
15.10
BINDING EFFECT
75
15.11
INDEMNITY OF THE AGENT AND THE LENDERS BY THE BORROWERS
75
15.12
LIMITATION OF LIABILITY
75
15.13
FINAL AGREEMENT
76
15.14
COUNTERPARTS
76
15.15
CAPTIONS
76
14.16
RIGHT OF SETOFF
76
14.17
CONFIDENTIALITY
76
14.18
PATRIOT ACT NOTICE
77
14.19
CONFLICTS WITH OTHER LOAN DOCUMENTS
77
14.17
INTEREST RATE DISCLOSURE
77
14.21
NO NOVATION
77
14.17
AMENDMENT AND RESTATEMENT
77
iv-
ANNEXES, EXHIBITS AND SCHEDULES
ANNEX A
-
DEFINED TERMS EXHIBIT A
-
FORM OF BORROWING BASE
CERTIFICATE EXHIBIT B
-
FORM OF NOTICE OF BORROWING EXHIBIT C
-
FORM
OF NOTICE OF CONTINUATION/CONVERSION EXHIBIT D
-
FORM OF ASSIGNMENT AND
ACCEPTANCE AGREEMENT EXHIBIT E
-
FORM OF NOTICE REGARDING BANK PRODUCT
OBLIGATIONS EXHIBIT F
-
FORM OF REVOLVING NOTE
SCHEDULE 1.1
-
LENDERS' COMMITMENTS SCHEDULE 1.2
-
EXISTING
INVESTMENTS SCHEDULE 7.3
-
ORGANIZATION AND QUALIFICATIONS SCHEDULE 7.4
-
CORPORATE NAME; PRIOR TRANSACTIONS SCHEDULE 7.5
-
SUBSIDIARIES AND
AFFILIATES SCHEDULE 7.7
-
CAPITALIZATION SCHEDULE 7.9
-
DEBT
SCHEDULE 7.11
-
REAL ESTATE; LEASES SCHEDULE 7.12
-
PROPRIETARY
RIGHTS SCHEDULE 7.13
-
TRADE NAMES SCHEDULE 7.14
-
LITIGATION
SCHEDULE 7.15
-
LABOR DISPUTES SCHEDULE 7.16
-
ENVIRONMENTAL LAWS
SCHEDULE 7.26
-
MATERIAL AGREEMENTS SCHEDULE 7.27
-
BANK ACCOUNTS
SCHEDULE 7.30
-
CHIEF EXECUTIVE OFFICE; LOCATIONS OF COLLATERAL; OTHER
PLACES OF BUSINESS
v-
SCHEDULE 7.31
-
JURISDICTION OF ORGANIZATION; ORGANIZATIONAL ID NUMBER
SCHEDULE 7.36
-
PATENTS, TRADEMARKS AND COPYRIGHTS
SCHEDULE 8.15
-
PERMITTED AFFILIATE TRANSACTIONS
vi-
SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
This Second Amended and Restated Credit and Security Agreement, dated as of
November 16, 2011 (this "Agreement"), among the financial institutions from time
to time parties hereto (such financial institutions, together with their
respective successors and assigns, are referred to hereinafter each individually
as a "Lender" and collectively as the "Lenders"), BANK OF AMERICA, N.A., as
agent for the Lenders (in its capacity as agent, the "Agent"), PSS WORLD
MEDICAL, INC., a Florida corporation ("PSS"), GULF SOUTH MEDICAL SUPPLY, INC., a
Delaware corporation ("Gulf South"), PHYSICIAN SALES & SERVICES LIMITED
PARTNERSHIP, a Florida limited partnership ("PSS LP"), WORLDMED SHARED SERVICES,
INC., a Florida corporation ("WorldMed"), and CASCADE MEDICAL SUPPLY, INC., a
Washington corporation ("Cascade"); THERATECH, INC., a Tennessee corporation
("Theratech"), DS HOLDINGS, INC., a Delaware corporation ("DS Holdings"), DSRX,
INC., a California corporation ("DSRx"), DISPENSING SOLUTIONS ACQUISITION CORP.,
a California corporation ("DSAC"), DISPENSING SOLUTIONS, INC., a Delaware
corporation ("DSI"), POC MANAGEMENT GROUP, LLC, a California limited liability
company ("POC Management"), LINEAR HOLDINGS, LLC, a Delaware limited liability
company ("Linear Holdings"), LINEAR MEDICAL SOLUTIONS, LLC, a Delaware limited
liability company ("Linear Medical"), STAT RX USA, LLC, a Delaware limited
liability company ("Stat Rx"), SCRIP PAK, LLC, a Florida limited liability
company ("Scrip Pak"), CLAIMONE, LLC, a Delaware limited liability company
("ClaimOne"), BOTTOMLINE MEDICAL SOLUTIONS, LLC, a Delaware limited liability
company ("BottomLine"); PSS, Gulf South,