EXHIBIT 10.18
JOINDER AGREEMENT
JOINDER AGREEMENT dated as of December 28, 2000, among PSS WORLD MEDICAL,
INC., a Florida corporation (the "Borrower"), each Domestic Subsidiary of a
credit party listed on the signature page hereto (each, a "New Subsidiary", and
collectively, the "New Subsidiaries") and BANK OF AMERICA, N.A. (formerly known
as NationsBank, N.A.), as Agent (in such capacity, the "Agent"), for the Lenders
(as defined herein).
Reference is made to (a) the Amended and Restated Credit Agreement dated as
of December 28, 2000 (as amended, modified, restated or supplemented from time
to time, the "Credit Agreement"), among the Borrower, the financial institutions
party thereto as lenders (the "Lenders") and BANK OF AMERICA, N.A., as Agent and
Issuing Lender, (b) the Pledge and Security Agreement dated as of February 11,
1999 (as amended, modified, supplemented or restated from time to time, the
"Pledge Agreement"), among the Borrower, the other Grantors named therein and
the Agent, (c) the Subsidiaries Guarantee Agreement dated as of February 11,
1999 (as amended, modified, supplemented or restated from time to time, the
"Subsidiaries Guarantee Agreement"), among the Subsidiary Guarantors named
therein and the Agent and (d) the Indemnity, Subrogation and Contribution
Agreement dated as of February 11, 1999 (as amended, modified, supplemented or
restated from time to time, the "Indemnity, Subrogation and Contribution
Agreement"), among the Borrower, the Guarantors named therein and the Agent.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Credit Agreement.
The Credit Agreement requires each Person that was not a Subsidiary of any
Credit Party on the date thereof but subsequently becomes, or comes into
existence as, a Subsidiary of any Credit Party to cause 100% (or 65% if such
Person is a Foreign Subsidiary of a Credit Party so long as the pledge of any
greater percentage would have adverse tax consequences to the Credit Parties,
excluding the Capital Stock of any Foreign Subsidiary which is not a direct
Foreign Subsidiary of any Credit Party) of its Capital Stock to be pledged to
the Agent pursuant to the Pledge Agreement, to enter into the Pledge Agreement
as an additional "Grantor," the Subsidiaries Guarantee Agreement as an
additional "Guarantor" and the Indemnity, Subrogation and Contribution Agreement
as an additional "Guarantor."
The Credit Agreement, the Pledge Agreement, the Subsidiaries Guarantee
Agreement and the Indemnity, Subrogation and Contribution Agreement specify that
additional Subsidiaries of the Credit Parties may become "Grantors" under the
Pledge Agreement and may become "Guarantors" under the Subsidiaries Guarantee
Agreement and the Indemnity, Subrogation and Contribution Agreement by execution
and delivery of an instrument in the form of this Agreement. Each of the
undersigned is a Subsidiary of a Credit Party and is executing this Agreement in
accordance with the requirements of the Credit Agreement in order to become a
"Grantor" under the Pledge Agreement and a "Guarantor" under the Subsidiaries
Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement,
to induce the Lenders to make or maintain extensions of credit to the Borrower
and as consideration for extensions of credit previously made to the Borrower.
Accordingly, the Borrower, the Agent and each New Subsidiary agree as
follows:
SECTION 1. Pledge Agreement. In accordance with Section 7.13 of the Pledge
Agreement, each New Subsidiary by its signature hereto shall become a "Grantor"
under the Pledge Agreement with the same force and effect as if originally named
therein as a Grantor (as defined in the Pledge Agreement) and each New
Subsidiary hereby (a) agrees to all the terms and provisions of the Pledge
Agreement applicable to it as a Grantor thereunder, (b) represents and warrants
that the representations and warranties made by it as a Grantor thereunder are
true and correct on and as of the date hereof and (c) acknowledges receipt of a
copy of and agrees to be bound by the terms of the Pledge Agreement. In
furtherance of the foregoing, as security for the payment or performance, as the
case may be, of the Secured Obligations (as defined in the Pledge Agreement) of
each New Subsidiary as a Grantor, each New Subsidiary hereby grants to the
Agent, its successors and assigns, for the benefit of the Secured Parties, a
security interest in and hereby pledges and assigns, all of such New
Subsidiary's right, title and interest in, to and under the Collateral listed on
Schedules 2 and 3 attached hereto and all other Collateral referred to in the
Pledge Agreement. Each reference to a "Grantor" in the Pledge Agreement shall be
deemed to include each New Subsidiary and each Schedule attached to this
Agreement shall be incorporated into and become part of and supplement the
corresponding Schedules to the Pledge Agreement.
SECTION 2. Subsidiaries Guarantee Agreement. In accordance with Section 10
of the Subsidiaries Guarantee Agreement, each New Subsidiary by its signature
hereto shall become a "Guarantor" under the Subsidiaries Guarantee Agreement
with the same force and effect as if originally named therein as a Guarantor (as
defined in the Subsidiaries Guarantee Agreement) and each New Subsidiary hereby
(a) agrees to all the terms and provisions of the Subsidiaries Guarantee
Agreement applicable to it as a Guarantor thereunder, (b) represents and
warrants that the representations and warranties made by it as a Guarantor
thereunder are true and correct on and as of the date hereof and (c)
acknowledges receipt of a copy of and agrees to be obligated and bound by the
terms of the Subsidiaries Guarantee Agreement. Each reference to a "Guarantor"
in the Subsidiaries Guarantee Agreement shall be deemed to include each New
Subsidiary. Each New Subsidiary hereby waives acceptance by the Agent and the
Lenders of the guarantee by such New Subsidiary under the Subsidiaries Guarantee
Agreement upon the execution of this Agreement by such New Subsidiary.
SECTION 3. Indemnity, Subrogation and Contribution Agreement. In accordance
with Section 5 of the Indemnity, Subrogation and Contribution Agreement, each
New Subsidiary by its signature hereto shall become a "Guarantor" under the
Indemnity, Subrogation and Contribution Agreement with the same force and effect
as if originally named therein as a Guarantor (as defined in the Indemnity,
Subrogation and Contribution Agreement) and each New Subsidiary hereby (a)
agrees to all the terms and provisions of the Indemnity, Subrogation and
Contribution Agreement applicable to it as a Guarantor thereunder, and (b)
acknowledges receipt of a copy of and agrees to be obligated and bound by the
terms of, the Indemnity, Subrogation and Contribution Agreement. Each reference
to a "Guarantor" in the Indemnity, Subrogation and Contribution Agreement shall
be deemed to include each New Subsidiary.
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SECTION 4. Representations. Each New Subsidiary hereby represents and
warrants that (a) this Agreement has been duly authorized, executed and
delivered by such New Subsidiary and constitutes a legal, valid and binding
obligation of such New Subsidiary enforceable against it in accordance with its
terms, subject to the effect of bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent conveyance, voidable preference or similar
laws and the application of equitable principles generally, and (b) attached
hereto is a true, accurate and complete Perfection Certificate relating to such
New Subsidiary and its Collateral.
SECTION 5. Effectiveness. This Agreement shall become effective upon
satisfaction of the following conditions:
(a) the receipt by the Agent, in form and substance satisfactory to
the Agent, of the following:
(i) duly executed counterparts of this Agreement;
(ii) copy of each New Subsidiary's certificate of incorporation
or other constitutive documents, including all amendments thereto,
certified as of a recent date by the Secretary of State of the
jurisdiction of its organization, and a certificate as to its good
standing, as of a recent date, from such Secretary of State;
(iii) a certificate of the Secretary, Assistant Secretary or
other authorized representative of each New Subsidiary certifying (A)
that attached thereto is a true and complete copy of its by-laws in
effect on the date thereof and at all times since a date prior to the
date of the resolutions described in clause (B) below, (B) that
attached thereto is a true and complete copy of resolutions duly
adopted by the Board of Directors of each New Subsidiary (or, in the
case of a partnership, the managing general partner thereof)
authorizing the execution, delivery and performance of this Agreement
and the performance of the Pledge Agreement, the Subsidiaries
Guarantee Agreement and the Indemnity, Subrogation and Contribution
Agreement to which it will be a party and that such resolutions have
not been modified, rescinded or amended and are in full force and
effect, (C) that the certificate of incorporation or other
constitutive documents of each New Subsidiary have not been amended
since the date of the last amendment thereto shown on the
certificateof good standing furnished pursuant to clause (ii) above
and (D) as to the incumbency and specimen signature of each authorized
representative executing any document delivered in connection herewith
on behalf of such party;
(iv) a certificate of another authorized representative as to the
incumbency and specimen signature of the person executing the
certificate pursuant to clause (iii) above;
3
(v) subject to Section 6.15 of the Credit Agreement, upon the
request of the Agent, certified copies of Requests for Information or
Copies (Form UCC-11), or equivalent reports from an independent search
service satisfactory to the Agent, listing (A) any judgment naming
each New Subsidiary as judgment debtor in any of the jurisdictions
where a Uniform Commercial Code financing statement would be required
by law to be filed in order to create a perfected security interest in
or lien on any of the personal or real property of such New
Subsidiary, (B) any tax lien that names each New Subsidiary as a
delinquent taxpayer in any of the jurisdictions referred to in the
preceding clause (A), and (C) any Uniform Commercial Code financing
statement that names each New Subsidiary as debtor or seller filed in
any of the jurisdictions referred to in the preceding clause (A);
(vi) appropriate duly executed termination statements (Form
UCC-3) signed by all persons disclosed on current financing statements
as secured parties in the jurisdictions referred to in clause (v)
above in form for filing under the Uniform Commercial Code of such
jurisdictions (except with respect to Liens permitted under Section
7.2 of the Credit Agreement);
(vii) certificates representing all outstanding Capital Stock of
any Domestic Subsidiary of each New Subsidiary and 65% of all
outstanding Capital Stock of any direct Foreign Subsidiary of each New
Subsidiary, accompanied by stock powers endorsed in blank, and any
Intercompany Note, duly executed by each New Subsidiary, accompanied
by an assignment executed in blank;
(viii) duly executed financing statements (Form UCC-1) for each
jurisdiction as is necessary in order to create in favor of the Agent
for the benefit of the Secured Parties a valid, legal and perfected
security interest in or Lien on the Collateral that is the subject of
the Pledge Agreement in each jurisdiction in which the filing,
registration or recordation thereof is so required or requested;
(ix) an opinion of counsel for each New Subsidiary, dated the
date that this Agreement shall become effective, as to all matters
relating to such New Subsidiary as the Agent may reasonably request;
(x) Perfection Certificates duly executed by each New Subsidiary;
and
(xi) all documents the Agent may reasonably request relating to
the existence of each New Subsidiary and its corporate or partnership
authority to execute, deliver and perform the Pledge Agreement, the
Subsidiaries Guarantee Agreement and the Indemnity, Subrogation and
Contribution Agreement, as applicable, and any other matters relevant
hereto or thereto; and
(b) No Default or Event of Default shall have occurred and be continuing at
the time of the execution and delivery hereof or would occur immediately after
giving effect thereto.
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SECTION 6. Effect on Loan Documents. Except as expressly supplemented
hereby, the Pledge Agreement, the Subsidiaries Guarantee Agreement and the
Indemnity, Subrogation and Contribution Agreement shall remain in full force and
effect.
SECTION 7. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Severability. If any provision of this Agreement is determined
to be illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions. The parties hereto shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
SECTION 9. Notices. The address of each New Subsidiary for purposes of all
notices and other communications is 4345 Southpoint Boulevard, Jacksonville,
Florida 32216, Attention of David H. Klarner (Facsimile No. (904) 332-3187)).
SECTION 10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.
SECTION 11. Expenses. Each New Subsidiary agrees to reimburse the Agent for
its reasonable out-of-pocket expenses in connection with this Agreement,
including the reasonable fees and expenses of counsel for the Agent.
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IN WITNESS WHEREOF, the Borrower, the New Subsidiary and the Agent have
duly executed this Supplemental Agreement as of the day and year first above
written.
PSS WORLD MEDICAL, INC.
By: /s/ David D. Klarner
---------------------------------------------------------
Name: David D. Klarner
Title: Vice President, Treasury and
Financial Reporting
DI SERVICE GROUP, INC., a Florida corporation
By: /s/ David D. Klarner
---------------------------------------------------------
Name: David D. Klarner
Title: Vice President and Secretary
Address:
LINEAR MEDICAL SYSTEMS, INC., an Arizona corporation
By: /s/ David D. Klarner
---------------------------------------------------------
Name: David D. Klarner
Title: Vice President and Secretary
Address:
SOUTHEAST IMAGING SYSTEMS, a Florida corporation
By: /s/ David D. Klarner
---------------------------------------------------------
Name: David D. Klarner
Title: Vice President and Secretary
Address:
DXR IMAGING, INC., a California corporation
By: /s/ David D. Klarner
---------------------------------------------------------
Name: David D. Klarner
Title: Vice President and Secretary
Address:
PHOENIX RADIOLOGY, LTD., a California corporation
By: /s/ David D. Klarner
---------------------------------------------------------
Name: David D. Klarner
Title: Vice President and Secretary
Address:
BANK OF AMERICA, N.A., as Agent
By: /s/ Lawrence J. Gordon
---------------------------------------------------------
Name: Lawrence J. Gordon
Title: Principal
Schedule 2
----------
CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS
Name Mailing Address County State
---- --------------- ------ -----
DI Service Group Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Linear Medical Systems, Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Southeast Imaging Systems, Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
DXR Imaging, Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Phoenix Radiology, Ltd. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
LOCATIONS OF GENERAL INTANGIBLES
Name Mailing Address County State
---- --------------- ------ -----
DI Service Group Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Linear Medical Systems, Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Linear Medical Systems, Inc. 5869 South Kyrene Road, Tempe Maricopa AZ 85283
Southeast Imaging Systems, Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Southeast Imaging Systems, Inc. 2565 Pemberton Drive, Apopka Orange FL 32703
Southeast Imaging Systems, Inc. 4121 Beechwood Drive, Greensboro Gilford NC 27410
DXR Imaging, Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
DXR Imaging, Inc. 14447 Griffith Street, San Leandro Alameda CA 94577
Phoenix Radiology, Ltd. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Phoenix Radiology, Ltd. 7625 Hayvenhurst St., Ste. 40, Van Los Angeles CA 91406
Nuys
LOCATIONS OF PERSONALTY
Name of Department Mailing Address County State
------------------ --------------- ------ -----
DI Service Group Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Linear Medical Systems, Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Linear Medical Systems, Inc. 5869 South Kyrene Road, Tempe Maricopa AZ 85283
Southeast Imaging Systems, Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Southeast Imaging Systems, Inc. 2565 Pemberton Drive, Apopka Orange FL 32703
Southeast Imaging Systems, Inc. 4121 Beechwood Drive, Greensboro Gilford NC 27410
DXR Imaging, Inc. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
DXR Imaging, Inc. 14447 Griffith Street, San Leandro Alameda CA 94577
Phoenix Radiology, Ltd. 4345 Southpoint Boulevard, Duval FL 32216
Jacksonville
Phoenix Radiology, Ltd. 7625 Hayvenhurst St., Ste. 40, Van Los Angeles CA 91406
Nuys
Schedule 3
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PLEDGED INTERESTS
Part I List of Pledged Interests:
-------------------------
Class Stock Par Number
Grantor Stock Issuer Of Stock Certificate Nos. Value of Shares
------- ------------ -------- ---------------- ----- ---------
Diagnostic Imaging, DI Service Group, Inc. Common 1 $0.01 100
Inc.
Diagnostic Imaging, Linear Medical Systems, Common 3 N/A 4000
Inc. Inc.
Diagnostic Imaging, Southeast Imaging Common 4 $4.00 194400
Inc. Systems, Inc.
Diagnostic Imaging, DXR Imaging, Inc. Common 1C N/A 8177.77
Inc.
Diagnostic Imaging, Phoenix Radiology, Ltd. Common 15 N/A 15850
Inc.
Part II List of Pledged Debt:
--------------------
Grantor Debt Issuer Date of Issuance Outstanding Balance
------- ----------- ---------------- -------------------
PSS World Medical, Inc. DI Service Group, Inc. December 28, 2000 $120,000,000
PSS World Medical, Inc. Linear Medical Systems, December 28, 2000 $120,000,000
Inc.
PSS World Medical, Inc. Southeast Imaging December 28, 2000 $120,000,000
Systems, Inc.
PSS World Medical, Inc. DXR Imaging, Inc. December 28, 2000 $120,000,000
PSS World Medical, Inc. Phoenix Radiology, Ltd. December 28, 2000 $120,000,000
Schedule 4
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FILINGS AND RECORDINGS
- -------------------------------- ---------------------------------------- ---------------------------
Name UCC Filings and Locations Other Filings
- -------------------------------- ---------------------------------------- ---------------------------
DI Service Group, Inc. Florida Secretary of State None
- -------------------------------- ---------------------------------------- ---------------------------
Linear Medical Systems, Inc. Arizona Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
Florida Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
Southeast Imaging Systems, Inc. Florida State Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
North Carolina of State
- -------------------------------- ---------------------------------------- ---------------------------
Gilford County, North Carolina
- -------------------------------- ---------------------------------------- ---------------------------
DXR Imaging, Inc. California Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
Florida Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
Phoenix Radiology, Ltd. California Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------
Florida Secretary of State
- -------------------------------- ---------------------------------------- ---------------------------