Exhibit 4.1
Execution Version
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), entered into as of February 12, 2019, among Owens & Minor, Inc., a Virginia corporation (the “Company”), the guarantors signatory hereto (the “Additional Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, the Guarantors and the Trustee entered into the Indenture, dated as of September 16, 2014 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of September 16, 2014, among the Company, the Guarantors and the Trustee (the “First Supplemental Indenture”), the Second Supplemental Indenture, dated as of April 2, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Second Supplemental Indenture”), and the Third Supplemental Indenture, dated as of April 30, 2018, among the Company, the Guarantors party thereto and the Trustee (the “Third Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”), related to the Company’s 3.875% Senior Notes due 2021 (the “2021 Notes”) and 4.375% Senior Notes due 2024 (the “2024 Notes” and together with the 2021 Notes, the “Notes”);
WHEREAS, Section 501 of the First Supplemental Indenture provides that the provisions of Section 10.09 of the Base Indenture and Article Fourteen of the Base Indenture shall apply to the Notes;
WHEREAS, the Company agreed pursuant to Section 10.09 of the Base Indenture to cause each Subsidiary of the Company that incurs, has outstanding or Guarantees any Specified Indebtedness to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall agree to Guarantee the Company’s obligations under the Notes on the terms set forth in Article Fourteen of the Base Indenture; and
WHEREAS, Section 9.01 of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture without the consent of any Holders to, among other things, add a Subsidiary as a Guarantor of the Notes.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, the Company and the Additional Guarantors covenant and agree with the Trustee, for the equal benefit of Holders of the 2021 Notes, and the equal benefit of Holders of the 2024 Notes, as applicable, as follows:
Section 1. Fourth Supplemental Indenture. As used herein “Fourth Supplemental Indenture,” “hereto’” “herein,” “hereof,” “hereby” and similar expressions refer to this Fourth Supplemental Indenture and not to any particular Section or other portion hereof and include any and every instrument supplemental or ancillary hereto or in implementation hereof.
Section 2. Definitions in Fourth Supplemental Indenture. All terms contained in this Fourth Supplemental Indenture that are defined in the Indenture and not defined herein shall, for all purposes hereof, have the meanings given to such terms in the Indenture, unless the context otherwise specifies or requires.
