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Joinder Agreement

This is an actual contract by PSS World Medical.
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Sectors: Manufacturing
Governing Law: New York, View New York State Laws
Effective Date: December 28, 2000
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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
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