S-3ASR

As filed with the Securities and Exchange Commission on April 3, 2006

Registration Statement No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OWENS & MINOR, INC.

(Exact name of registrant as specified in its charter)

Virginia	54-1701843
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Owens & Minor Distribution, Inc.	Virginia	54-2049200
Owens & Minor Medical, Inc.	Virginia	54-1959151
Owens & Minor Healthcare Supply, Inc.	Virginia	20-2225381
Access Diabetic Supply, LLC	Florida	65-0987803
(Exact name of registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9120 Lockwood Boulevard

Mechanicsville, Virginia 23116

(804) 723-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Grace R. den Hartog, Esq.

Senior Vice President, General

Counsel & Corporate Secretary

9120 Lockwood Boulevard

Mechanicsville, Virginia 23116

(804) 723-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

It is respectfully requested that the Commission send copies of all notices, orders and communications to:

C. Porter Vaughan, III, Esq. Hunton & Williams LLP Riverfront Plaza, East Tower 951 E. Byrd Street Richmond, Virginia 23219 (804) 788-8200 Kenneth B. Wallach, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000

Approximate date of commencement of proposed sale to the public:    As soon as possible after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee (1)
Senior debt securities	$200,000,000	100%	$200,000,000	$21,400
Subsidiary guarantees	—	—	—	(2)
Total	$200,000,000	100%	$200,000,000	$21,400

(1) Calculated pursuant to Rule 457(o) under the Securities Act.

(2) Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is required for the registration of the subsidiary guarantees.

The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated April 3, 2006

PRELIMINARY PROSPECTUS

$200,000,000

        % Senior Notes due 2016

This is an offering by Owens & Minor, Inc. of $200,000,000 of its         % Senior Notes due 2016. Interest is payable on the notes on                      and                      of each year, beginning on                     , 2006. The notes will mature on                     , 2016.

We may redeem all or part of the notes at any time at a “make-whole” redemption price, together with accrued and unpaid interest, if any, on such notes to the redemption date. The redemption provisions are more fully described in this prospectus under “Description of the Notes—Optional Redemption.”

The notes will be our general senior unsecured obligations and will be equal in right of payment with any of our existing and future senior indebtedness. The notes will initially be guaranteed on a senior unsecured basis by our subsidiaries that incur or guarantee debt under our revolving credit facility. The notes will be effectively junior to the indebtedness and other liabilities of our non-guarantor subsidiaries.

Investing in the notes involves risks. See “ Risk Factors” beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Note	Total
Initial public offering price(1)	%	$
Underwriting discount	%	$
Proceeds, before expenses, to us(1)	%	$

(1) Plus accrued interest, if any, from                     , 2006.

Lehman Brothers, on behalf of the underwriters, expects to deliver the notes on or about                     , 2006.

Sole Book-Running Manager

LEHMAN BROTHERS

Senior Co-Managers

BANC OF AMERICA SECURITIES LLC

CITIGROUP

SUNTRUST ROBINSON HUMPHREY

Co-Managers

GOLDMAN, SACHS & CO.

JPMORGAN

KEYBANC CAPITAL MARKETS

WACHOVIA SECURITIES

Prospectus dated                     , 2006

TABLE OF CONTENTS

Market and Industry Data	i
Prospectus Summary	1
Risk Factors	8
Capitalization	12
Forward-Looking Statements	13
Ratios of Earnings to Fixed Charges	14
Use of Proceeds	15
Description of the Notes	16
United States Federal Income Tax Considerations	31
Underwriting	35
Legal Matters	39
Experts	39
Where You Can Find More Information	39
Documents Incorporated by Reference	39

This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities offered hereby in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. The information contained or incorporated by reference in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies. No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus in connection with the offer contained herein and, if given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any sales made hereunder shall under any circumstances create an implication that there has been no change in our affairs or that of our subsidiaries since the date hereof.

MARKET AND INDUSTRY DATA

This prospectus includes market share and industry data and forecasts that we obtained from internal company surveys, market research, publicly available information and industry publications and surveys. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of such information. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Similarly, internal company surveys, forecasts and market research, which we believe to be reliable based upon management’s knowledge of the industry, have not been verified by any independent sources. Except where otherwise noted, statements as to our position relative to our competitors or as to market position or market share refer to the most recent available data.

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PROSPECTUS SUMMARY

The following summary highlights certain significant aspects of our business and this offering, but you should read all the information contained or incorporated by reference in this prospectus, including the financial statements and related notes incorporated by reference herein, before making an investment decision.

Owens & Minor, Inc.

We are the nation’s leading distributor of national name-brand medical and surgical supplies and a healthcare supply-chain management company. We distribute approximately 130,000 finished medical and surgical products produced by nearly 1,000 suppliers to approximately 4,000 healthcare provider customers from 42 distribution centers nationwide. Our customers are primarily acute-care hospitals and integrated healthcare networks, which we refer to as IHNs, which account for more than 90% of our revenue. Many of these hospital customers are represented by national healthcare networks, which we refer to as Networks, or group purchasing organizations, which we refer to as GPOs, that offer discounted pricing with suppliers and contract distribution services with us. Our other customers include the federal government and alternate care providers such as clinics, home healthcare organizations, nursing homes, physicians’ offices, rehabilitation facilities and surgery centers. We typically provide our distribution services under contractual arrangements ranging from three to five years. Most of our sales consist of consumable goods such as disposable gloves, dressings, endoscopic products, intravenous products, needles and syringes, sterile procedure trays, surgical products and gowns, urological products and wound closure products. Through our subsidiary Access Diabetic Supply, LLC, which we refer to as Access, we also serve approximately 115,000 individual mail-order customers nationwide with diabetes testing supplies, primarily blood glucose monitors and test strips, along with products for certain other chronic disease categories.

Founded in 1882 and incorporated in 1926 in Richmond, Virginia as a wholesale drug company, we sold the wholesale drug division in 1992 to concentrate on medical and surgical supply distribution. Since then, we have significantly expanded and strengthened our national presence through internal growth and acquisitions, while also expanding our offering in the healthcare industry to include consulting, outsourcing and logistics services beginning in 2002, and the direct-to-consumer distribution of diabetic products in early 2005.

The Medical/Surgical Supply Distribution Industry

Distributors of medical and surgical supplies provide a wide variety of products and services to healthcare providers, including hospitals and hospital-based systems, IHNs and alternate care providers. We contract with these providers directly and through Networks and GPOs. The medical/surgical supply distribution industry continues to grow due to the aging population and emerging medical technology resulting in new healthcare procedures and products. Over the years, healthcare providers have continued to change and model their health systems to meet the needs of the markets they serve. They have forged partnerships with national medical and surgical supply distributors to meet the challenges of managing their supply procurement and distribution needs of their entire network. The traditional role of distributors in warehousing and delivering medical and surgical supplies to customers continues to evolve into the role of assisting customers to manage the entire supply chain.

The overall healthcare market has been characterized by the consolidation of healthcare providers into larger and more sophisticated entities seeking to lower total costs. Healthcare providers face a number of financial challenges, including the cost of purchasing, receiving, storing and tracking medical and surgical supplies. The competitive nature of the medical/surgical supply distribution industry mitigates distributors’ ability to influence pricing, keeping profit margins relatively modest, but distributors have opportunities to help reduce healthcare providers’ costs by offering services to streamline the supply chain through activity-based pricing, consulting and outsourcing services. These trends have driven significant consolidation within the medical/surgical supply

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distribution industry due to the competitive advantages enjoyed by larger distributors, which include, among other things, the ability to serve nationwide customers, buy inventory in large volume and develop technology platforms and decision-support systems.

Our Business

Through our core distribution business, we purchase a high volume of medical and surgical products from suppliers, store these items in our distribution centers and provide delivery services to our customers. We have 42 distribution centers located throughout the continental United States and one warehousing arrangement in Hawaii. These distribution centers generally serve hospitals and other customers within a 200-mile radius, delivering most customer orders with a fleet of leased trucks. Almost all of our delivery personnel are employees of our company, providing more effective control of customer service. Contract carriers and parcel services are also used in situations where they are more cost-effective. We customize our product pallets and truckloads according to the customers’ needs, thus enabling them to reduce costs when they receive the product.

We strive to make the supply chain more efficient through the use of advanced warehousing, delivery and purchasing techniques, enabling customers to order and receive products using just-in-time and stockless services. A key component of this strategy is a significant investment in advanced information technology, which includes automated warehousing technology, as well as OMDirect^SM, an Internet-based product catalog and direct ordering system that supplements existing technologies to communicate with both customers and suppliers. We are also focused on using our technology and experience to provide supply-chain management consulting, outsourcing and logistics services through our OMSolutions^SM professional services unit.

Competitive Advantages

We believe that our strong competitive position is attributable to a number of factors, including the following:

Market-Leading Position with Nationwide Capabilities and Operating Scale

Our market leading position is demonstrated by:

• our estimated 34% market share of the acute-care hospital market;

• our 42 distribution centers serving large hospital-based and alternate-care systems and the country’s largest Networks and GPOs in all 50 states; and

• our ability to generate economies of scale in the purchase, management and distribution of medical and surgical supplies.

Established Relationships with Customers

• We maintain strong and long-standing customer relationships, including many that have spanned a decade or more.

• We have long-term contracts with leading Networks and GPOs and we have strong relationships with the individual member hospitals and with customers who do not have Network or GPO affiliations.

Value-Added Services Designed to Increase Supply Chain Efficiencies

We offer our customers a number of complementary services, including:

• inventory management solutions, such as PANDAC^® and SurgiTrack^®;

• information technology solutions, such as WISDOM^SM, WISDOM^2SM, WISDOM Gold^SM, QSight^™ and Cyrus; and

• medical supply-chain management consulting, materials management outsourcing and resource management through OMSolutions^SM.

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Long-Standing Relationships with Suppliers

We have well-established relationships with almost all major suppliers of medical and surgical supplies. We believe our well-established relationships are attributable to:

• the purchase of a high volume of products from almost all major suppliers, enabling us to obtain attractive terms, including discounts for prompt payment and volume incentives; and

• the development of cross-functional teams to work with our suppliers to improve efficiencies and lower supply chain costs.

Proven Leadership Team with Significant Industry Experience

We have a proven leadership team with significant experience in the healthcare industry. This experience is demonstrated by the following:

• our chairman and former chief executive officer’s 42 years of experience in the healthcare industry;

• our executive officers’ combined total of nearly 150 years of experience in the healthcare industry;

• our reputation for integrity and quality of service in the marketplace; and

• our ability to create innovative services and solutions for our customers.

Business Strategy

We are committed to expanding our strong market position and increasing revenue, operating earnings, along with cash flow, by capitalizing on our position as a leading provider of supply-chain solutions to our customers and suppliers. We expect to achieve these goals through the following key initiatives:

Operational Excellence

We constantly strive to enhance operational excellence by:

• maintaining high-quality distribution services, thus lowering costs for ourselves and improving efficiency and satisfaction for our customers;

• making ongoing investments in technology which allow us to manage operations effectively, ensure high fill rates and pricing accuracy; and

• using a newly established six-sigma program to streamline and improve processes throughout our distribution network.

We believe this focus on efficiency and accuracy gives us an advantage in the marketplace.

Expand and Differentiate Our Portfolio of Products and Services

We believe we have the opportunity to occupy an expanded position in the supply chain as healthcare provider customers look to outsource supply-chain functions. We plan to achieve this objective by:

• leveraging our network of distribution facilities, our logistics expertise and our long-standing relationships that make us a trusted partner in healthcare; and

• expanding our role with hospital customers in supply-chain management through our offering of a number of complementary services, including (1) inventory management solutions, such as PANDAC^® and SurgiTrack^®; (2) information technology solutions, such as WISDOM^SM, WISDOM^2SM, WISDOM Gold^SM, QSight^™ and Cyrus; and (3) medical supply-chain management consulting, materials management outsourcing and resource management through OMSolutions^SM.

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Expand Our Reach into Direct-to-Consumer Distribution Business

• With our January 2005 acquisition of Access, we entered the rapidly-growing, direct-to-consumer healthcare supply market.

• Access primarily markets blood glucose monitoring devices, test strips and other ancillary products used by diabetics for self-testing.

• We expect to expand our position in this market and leverage this platform into other home healthcare opportunities.

Recent Developments

Tender Offer for Our Existing Notes

On March 21, 2006, we commenced a tender offer to purchase any and all $200 million aggregate principal amount of our 8 ¹/2% Senior Subordinated Notes due 2011, which we refer to as the existing notes, and a related solicitation of consents to certain amendments to the indenture governing the existing notes. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on April 17, 2006, unless extended. The consummation of the tender offer is conditioned upon, among other things, the receipt of gross proceeds of at least $200 million from this offering, on terms and conditions satisfactory to us.

We intend to use the net proceeds of this offering, together with cash on hand, to fund the purchase of the existing notes validly tendered and accepted for purchase in the tender offer. To the extent that all existing notes are not tendered in the tender offer, we intend to use any remaining net proceeds from this offering, together with cash on hand, to repay such existing notes at maturity or, at our discretion, to redeem or defease such existing notes under the terms of the related indenture. Assuming all of the existing notes are validly tendered and accepted for purchase in the tender offer, approximately $214.5 million will be required to fund the tender offer (including related fees and expenses). Unless otherwise indicated, the information contained in this prospectus assumes that all of the existing notes will be validly tendered and accepted for purchase in the tender offer.

Amendment to Credit Agreement

Prior to the completion of this offering, we intend to amend our credit agreement that provides for our $250 million revolving credit facility. Generally, the amendment will (1) reduce the applicable borrowing rates and fees payable under the revolving credit facility, (2) eliminate the borrowing base limitation applicable to borrowings under the revolving credit facility, (3) increase the amount of certain types of indebtedness that we can incur and (4) extend the term of the credit agreement to May 3, 2011.

Our executive and administrative offices are located at 9120 Lockwood Boulevard, Mechanicsville, Virginia 23116. Our telephone number is (804) 723-7000. Our Internet website is located at www.owens-minor.com. The information contained on or that can be accessed through our website does not constitute part of this prospectus.

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The Offering

Issuer	Owens & Minor, Inc.
Securities Offered	$200,000,000 in aggregate principal amount of         % Senior Notes due 2016.
Maturity Date	, 2016.
Interest Payment Dates	and                      of each year, commencing on                     , 2006.
Ranking	The notes will be our general senior unsecured obligations. Accordingly, they will rank: •      equal in right of payment to all of our existing and future senior unsecured indebtedness; •      effectively subordinate to all of our existing and future secured indebtedness, to the extent of the collateral securing such indebtedness; •      effectively subordinate to all existing and future indebtedness and other liabilities of our non-guarantor subsidiaries (other than indebtedness and liabilities owed to us); and •      senior in right of payment to all our existing and future subordinated indebtedness, if any.
Subsidiary Guarantees	The notes initially will be jointly and severally guaranteed on a senior unsecured basis by all of our subsidiaries that have outstanding, incur or guarantee indebtedness under our revolving credit facility. In the future, the guarantees may be released or terminated under certain circumstances. Each subsidiary guarantee will rank: •      equal in right of payment to all existing and future senior unsecured indebtedness of the guarantor subsidiary; •      effectively subordinate to all existing and future secured indebtedness of the guarantor subsidiary, to the extent of the collateral securing such indebtedness; and •      senior in right of payment to all existing and future subordinated indebtedness of the guarantor subsidiary, if any.
Optional Redemption	The notes will be redeemable prior to maturity, in whole or in part, at our option at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus          basis points, plus, in each case, accrued interest thereon to the date of redemption. See “Description of the Notes—Optional Redemption.”

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Mandatory Offer to Repurchase	If a Change of Control Triggering Event (as defined in “Description of the Notes”) occurs, we will be required to make an offer to purchase the notes at a purchase price of 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of repurchase. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control.”
Use of Proceeds	We intend to use the proceeds from this offering, together with cash on hand, to fund the purchase of the existing notes validly tendered and accepted for purchase in the tender offer and related consent solicitation we commenced on March 21, 2006, and to pay related fees and expenses. To the extent that all existing notes are not tendered in the tender offer, we intend to use any remaining net proceeds from this offering, together with cash on hand, to repay such existing notes at maturity or, at our discretion, to redeem or defease such existing notes under the terms of the indenture governing the existing notes.
Form	The notes will be issued in book-entry form and will be represented by one or more global securities that will be deposited with and registered in the name of The Depository Trust Company, New York, New York, or its nominee. Beneficial interests in any of the notes will be shown on, and transfers will be effected only through, records maintained by The Depository Trust Company or its nominee and any such interest may not be exchanged for certificated securities, except in limited circumstances.
Absence of Established Market for the Notes	The notes are new securities for which there is currently no public market. We cannot assure you that any active or liquid market will develop for the notes. See “Underwriting.”

Risk Factors

Investing in the notes involves risks. You should carefully consider the information contained or incorporated by reference in this prospectus prior to investing in the notes. In particular, we urge you to consider carefully the factors set forth herein under “Risk Factors.”

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Summary Historical Financial Information

The following table summarizes certain consolidated historical financial data, which you should read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and the related notes incorporated by reference in this prospectus. The summary consolidated financial data as of and for each of the years in the three-year period ended December 31, 2005 have been derived from our audited consolidated financial statements. The consolidated balance sheets as of December 31, 2005 and 2004 and the consolidated statements of operations for each of the years in the three-year period ended December 31, 2005, and the report of independent registered public accounting firm thereon, are incorporated by reference in this prospectus.

	Year Ended December 31,
	2005			2004			2003
(in thousands, except percentages and ratios)
Statement of Income Data:
Revenue	$	4,822,414		$	4,525,105		$	4,244,067
Gross margin		516,112			463,299			436,402
Operating earnings		117,432			110,129			105,711
Interest expense, net		11,858			12,258			14,168
Net income(1)		64,420			60,500			53,641
Balance Sheet Data (end of year):
Cash and cash equivalents	$	71,897		$	55,796		$	16,335
Working capital (including cash)		405,684			433,945			385,743
Total assets		1,239,850			1,131,833			1,045,748
Total debt		205,828			207,665			209,558
Total shareholders’ equity		511,998			460,256			410,355
Other Financial Data:
Cash provided by operating activities	$	135,374		$	58,654		$	94,904
Gross margin as a percent of revenue		10.7	%		10.2	%		10.3	%
Operating earnings as a percent of revenue(1)		2.4	%		2.4	%		2.5	%
Ratio of earnings to fixed charges(2)		4.7	x		4.8	x		3.9	x
Pro forma ratio of earnings to fixed charges(2)(3)(4)		5.6	x

(1) In 2005 and 2004, net income included software impairment charges of $3.5 million and $1.0 million, or $2.1 million and $0.6 million net of tax.

(2) For purposes of computing the ratios of earnings to fixed charges, “earnings” consist of income before income taxes and fixed charges, excluding capitalized interest. “Fixed charges” consist of interest expense, capitalized interest, discount on accounts receivable securitization, amortization of debt issuance costs, distributions on mandatorily redeemable preferred securities and one-third of rental expense (the portion considered representative of the interest factor).

(3) Gives effect to the completion of this offering and the application of the net proceeds therefrom, together with cash on hand, as described in “Use of Proceeds” and assumes that all of the existing notes will be validly tendered and accepted for purchase in the tender offer.

(4) Assumes an interest rate of 6 ³/8% for the notes. A change of 0.125% in the interest rate applicable to the notes would change our annualized interest expense by approximately $0.3 million.

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RISK FACTORS

An investment in the notes involves risks, including risks inherent in our business. You should carefully consider the following factors as well as other information contained and incorporated by reference in this prospectus before deciding to invest in the notes, including the factors listed under “Certain Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2005, which Form 10-K is incorporated by reference in this prospectus.

Risks Related to the Notes

Leverage—Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

As of December 31, 2005, on a pro forma basis after giving effect to the completion of this offering and the application of the net proceeds therefrom, together with cash on hand, as described under “Use of Proceeds,” we would have had total indebtedness of approximately $202.3 million, of which $200.0 million would have consisted of the outstanding notes and the balance would have consisted of approximately $2.3 million of other debt. Our company and our subsidiaries will be permitted to incur additional indebtedness in the future.

Our ability to make scheduled payments of principal of, or to pay the interest or liquidated damages, if any, on, or to refinance, our indebtedness (including the notes), or to fund planned capital expenditures, acquisitions and other strategic initiatives will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our management believes that cash flow from operations and available cash, together with available borrowings under our revolving credit facility, will be adequate to meet our future liquidity needs. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available under our revolving credit facility in an amount sufficient to enable us to service our indebtedness, including the notes, or to fund our other liquidity needs.

Restrictive Covenants—Restrictive Covenants in our revolving credit facility may adversely affect our business.

Our revolving credit facility contains financial and other restrictive covenants that will limit our ability to, among other things, borrow additional funds. Our failure to comply with such covenants, including financial ratio tests, could result in an event of default which, if not cured or waived, would prevent us from making additional borrowings under such facility and could result in our debt under such facility being accelerated, each of which could have a material adverse effect on us.

Subsidiary Guarantees—Under certain circumstances, the subsidiary guarantees will be released.

If a subsidiary does not have outstanding or guarantee indebtedness under our revolving credit facility, the guarantee of such subsidiary will be released. If all of the subsidiary guarantors are released from their guarantees of the notes, our subsidiaries will have no obligation to pay any amounts due on the notes or to provide us with funds for the payment of our obligations.

In the event of the release of any subsidiary guarantor’s guarantee, our right, as an equity holder of such subsidiary or subsidiaries, to receive any assets of such subsidiary or subsidiaries upon its or their liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors, and to that subsidiary’s preferred shareholders, if any.

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As of December 31, 2005, on a pro forma basis after giving effect to the completion of this offering, the total balance sheet liabilities of our subsidiaries would have been approximately $655.5 million. The subsidiaries may have other liabilities, including contingent liabilities, that are significant.

Effect of Leverage Ratio or Ratings Downgrade—An increase in our consolidated leverage ratio or a downgrading of the ratings on our debt will cause our debt service obligations to increase.

Borrowings under our revolving credit facility bear interest at floating rates. The rates are subject to adjustment based on the ratio of our consolidated debt to our consolidated EBITDA over relevant periods and the ratings of our senior unsecured long-term debt by Standard & Poor’s Ratings Services, or S&P, and Moody’s Investors Services, or Moody’s. An increase in the ratio of our consolidated debt to our consolidated EBITDA over relevant periods, the downgrading of both ratings by S&P and Moody’s or an increase in benchmark interest rates would result in an increase of our interest expense on borrowings under our revolving credit facility. In addition, the downgrading of our ratings could materially increase the cost of any additional funding. Any downgrading of our ratings would also have an adverse effect on the trading prices for the notes.

Holding Company Structure—Because a significant portion of our operations is conducted through our subsidiaries, our ability to service our debt is largely dependent on our receipt of distributions or other payments from our subsidiaries.

A significant portion of our operations is conducted through our subsidiaries. As a result, our ability to service our debt is largely dependent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. Payments to us by our subsidiaries will be contingent upon our subsidiaries’ earnings and other business considerations and may be subject to statutory or contractual restrictions.

Not All Subsidiaries Are Guarantors—Your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

Some but not all of our subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

Secured Debt—The notes will be effectively subordinated to all of our secured debt.

The notes will not be secured by any of our property or assets. Thus, by owning a debt security, holders of the notes offered by this prospectus will be our unsecured creditors. As of December 31, 2005, we had $1.3 million of capital leases. However, the indenture governing the notes described in this prospectus will, subject to some limitations, permit us to incur secured indebtedness and the notes will be effectively subordinated to any secured indebtedness we may incur to the extent of the value of the collateral securing such indebtedness.

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Fraudulent Conveyance—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

Under applicable provisions of federal bankruptcy law or comparable provisions of state fraudulent transfer law, the subsidiary guarantees could be voided, or claims in respect of the subsidiary guarantees could be subordinated to the debts of that guarantor, if, among other things, any guarantor, at the time it incurred the obligation evidenced by its subsidiary guarantee:

• received or receives less than reasonably equivalent value or fair consideration therefor; and

• either:

• was or is insolvent or rendered insolvent by reason of such occurrence;

• was or is engaged in a business or transaction for which the assets remaining with such guarantor constituted unreasonably small capital; or

• intended or intends to incur, or believed or believes that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, the payment of amounts by a guarantor pursuant to a subsidiary guarantee could be voided and required to be returned to the person making such payment, or to a fund for the benefit of such guarantor, as the case may be.

The measures of insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect to the foregoing. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the saleable value of all of its assets at a fair valuation;

• the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

To the extent a subsidiary guarantee is voided as a fraudulent conveyance or held unenforceable for any other reason, the holders of the notes would not have any claim against that subsidiary and would be creditors solely of us and any other subsidiary guarantors whose guarantees are not held unenforceable.

Possible Inability to Fund a Change of Control Offer—We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

If a change of control triggering event occurs, we will be required under the indenture to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. However, there can be no assurance that sufficient funds will be available at the time of any change of control triggering event to make any required repurchases of notes tendered or that restrictions in our revolving credit facility will allow us to make such required repurchases. Notwithstanding these provisions, we could enter into certain transactions, including certain recapitalizations, that would not constitute a change of control but would increase the amount of debt outstanding at such time. Any future credit agreements or other agreements relating to other debt to which we become a party may contain restrictions and provisions and may also prohibit us from purchasing notes. In the event a change of control triggering event occurs at a time when we are prohibited from purchasing notes, we could seek the consent of our other lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If we do not obtain such consent or repay such borrowings, we will remain prohibited from purchasing notes. In such case, our failure to purchase tendered notes would constitute an event of default under the indenture which could, in turn, constitute a default under other debt, including secured debt.

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Absence of Public Market—An active trading market for the notes may not develop, which could make it more difficult for holders of the notes to sell their notes or result in a lower price at which holders would be able to sell their notes or both.

There is currently no established trading market for the notes, and there can be no assurance as to the liquidity of any markets that may develop for the notes, the ability of the holders of the notes to sell their notes or the price at which such holders would be able to sell their notes. If such a market were to exist, the notes could trade at prices that may be lower than the initial market values of the notes depending on many factors, including prevailing interest rates and our business performance. In addition, we do not intend to list the notes on any securities exchange or any automated quotation system. Certain of the underwriters have advised us that they currently intend to make a market in the notes after the consummation of this offering, as permitted by applicable laws and regulations. However, none of the underwriters are obligated to do so, and any market making with respect to the notes may be discontinued at any time without notice. See “Underwriting.”

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CAPITALIZATION

The table below shows our cash and cash equivalents and capitalization as of December 31, 2005:

• on an actual basis; and

• on an as adjusted basis to give effect to the completion of this offering and the application of the net proceeds therefrom, together with cash on hand, as described in “Use of Proceeds.”

You should read the information in this table in conjunction with “Management’s Discussions and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and the related notes incorporated by reference in this prospectus.

	December 31, 2005
	Actual			As Adjusted
				(unaudited)
(in thousands)
Cash and cash equivalents	$	71,897		$	55,673
Debt (including current maturities):
Revolving credit facility(1)	$	—		$	—
8 1/2% senior subordinated notes(2)(3)		203,556			—
Notes offered hereby		—			200,000
Other		2,272			2,272
Total debt		205,828			202,272
Shareholders’ equity:
Common stock		79,781			79,781
Paid-in capital		133,653			133,653
Retained earnings		307,353			300,366
Accumulated other comprehensive loss		(8,789	)		(8,789	)
Total shareholders’ equity		511,998			505,011
Total capitalization	$	717,826		$	707,283

(1) As of December 31, 2005, we had $237.8 million of borrowing availability under our revolving credit facility, as $12.2 million of availability was reserved for certain letters of credit. Prior to the completion of this offering, we intend to amend our credit agreement to, among other things, eliminate the borrowing base limitation applicable to borrowings under the revolving credit facility. See “Prospectus Summary—Recent Developments—Amendment to Credit Agreement.”

(2) Includes a fair value adjustment of $3.6 million in accordance with the provisions of Statement of Financial Accounting Standards No. 133, Accounting for Certain Derivative Instruments and Certain Hedging Activities.

(3) The As Adjusted amount assumes that all of the existing notes will be validly tendered and accepted for purchase in the tender offer. See “Prospectus Summary—Recent Developments—Tender Offer.”

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FORWARD-LOOKING STATEMENTS

Some of the information presented in this prospectus, including the documents incorporated by reference herein, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, all forward-looking statements involve risks and uncertainties and, as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including, but not limited to:

• general economic and business conditions;

• the ability of the company to implement its strategic initiatives;

• dependence on sales to certain customers;

• the ability to retain existing customers and the success of marketing and other programs in attracting new customers;

• dependence on suppliers;

• the ability to adapt to changes in product pricing and other terms of purchase by suppliers of product;

• changes in manufacturer preferences between direct sales and wholesale distribution;

• competition;

• changing trends in customer profiles and ordering patterns;

• the ability of the company to meet customer demand for additional value-added services;

• the availability of supplier incentives;

• access to special inventory buying opportunities;

• the ability of business partners to perform their contractual responsibilities;

• the ability to manage operating expenses;

• the ability of the company to manage financing costs and interest rate risk;

• the risk that a decline in business volume or profitability could result in an impairment of goodwill;

• the ability to timely or adequately respond to technological advances in the medical supply industry;

• the ability to successfully identify, manage or integrate acquisitions;

• the costs associated with and outcome of outstanding and any future litigation, including product and professional liability claims;

• the outcome of outstanding tax contingencies;

• changes in government regulations, including healthcare laws and regulations;

• changes in reimbursement guidelines of Medicare and Medicaid and/or reimbursement practices of private healthcare insurers; and

• other factors detailed from time to time in the reports we file with the Securities and Exchange Commission, or the SEC.

We assume no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.

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RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratios of consolidated earnings to fixed charges for the years indicated:

	Year Ended December 31,
	Pro Forma 2005(1)	2005	2004	2003	2002	2001
Ratio of earnings to fixed charges(2)	5.6x	4.7x	4.8x	3.9x	3.3x	2.3x

For purposes of computing the ratios of earnings to fixed charges, “earnings” consist of income before income taxes and fixed charges, excluding capitalized interest. “Fixed charges” consist of interest expense, capitalized interest, discount on accounts receivable securitization, amortization of debt issuance costs, distributions on mandatorily redeemable preferred securities and one-third of rental expense (the portion considered representative of the interest factor).

(1) Gives effect to the completion of this offering and the application of the net proceeds therefrom, together with cash on hand, as described in “Use of Proceeds” and assumes that all of the existing notes will be validly tendered and accepted for purchase in the tender offer.

(2) Assumes an interest rate of 6 ³/8% for the notes. A change of 0.125% in the interest rate applicable to the notes would change our annualized interest expense by approximately $0.3 million.

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USE OF PROCEEDS

The net proceeds to Owens & Minor from the sale of the notes in this offering are estimated to be approximately $198.2 million after deducting the underwriting discount and estimated offering expenses.

We intend to use the net proceeds from this offering, together with cash on hand, to fund the purchase of the existing notes validly tendered and accepted in the tender offer. To the extent that all existing notes are not tendered in the tender offer, we intend to use any remaining net proceeds from this offering, together with cash on hand, to repay such existing notes at maturity or, at our discretion, to redeem or defease such existing notes under the terms of the indenture governing the existing notes. The existing notes mature on July 15, 2011 and bear interest at the rate of 8 ¹/2% per annum.

Pending their ultimate use, we intend to use any remaining net proceeds from this offering to repay outstanding indebtedness under our revolving credit facility, if any, or we may invest such net proceeds in short-term, investment grade, interest bearing securities, certificates of deposit or direct guarantee obligations of the United States.

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DESCRIPTION OF THE NOTES

This description does not describe every aspect of the notes or the indenture under which the notes are to be issued. You must look to the indenture for the most complete description of what we describe in summary form in this prospectus. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. Copies of the indenture are available as indicated under “Where You Can Find More Information.”

When we refer to “the Company,” “we,” “our,” or “us” in this section, we refer only to Owens & Minor, Inc. and not its subsidiaries.

General

The notes will be issued under the indenture to be dated as of April     , 2006, among us, the guarantors and SunTrust Bank, as trustee. The notes will be our senior unsecured obligations initially issued in an aggregate principal amount of $200.0 million and will mature on                     , 2016.

The notes will bear interest at the rate per annum shown on the cover page hereof from April     , 2006 or from the most recent date to which interest has been paid or provided for, payable semi-annually on                      and                      of each year, commencing on                     , 2006 to the persons in whose names the notes are registered at the close of business on the regular record date which is the next preceding                      or                     , respectively.

The notes will not be secured by any of our property or assets. Thus, by owning a note, you are one of our unsecured creditors. The notes will constitute part of our senior debt and will rank equally with all of our other unsecured and unsubordinated debt.

The indenture does not limit our ability or the ability of our subsidiaries to incur additional indebtedness. As of December 31, 2005, after giving pro forma effect to the completion of this offering and the application of the net proceeds therefrom, together with cash on hand, as described in “Use of Proceeds,” we and our subsidiaries would have had approximately $202.3 million of indebtedness outstanding, consisting of $201.0 million of indebtedness which would rank equally with the notes and $1.3 million of secured indebtedness which would effectively be senior to the notes. The indenture will, subject to certain limitations, permit us to incur secured indebtedness and the notes will be effectively subordinated to any secured indebtedness that we incur to the extent of the value of the assets securing such indebtedness. The notes also will be effectively subordinated to all indebtedness and other liabilities of our subsidiaries that will not guarantee the notes. As of December 31, 2005, our non-guarantor subsidiaries did not have any indebtedness or other liabilities.

We may from time to time without notice to, or the consent of, the holders of the notes, create and issue additional notes under the indenture, equal in rank to the notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the new notes, or except under certain circumstances for the first payment of interest following the issue date of the new notes) so that the new notes may be consolidated and form a single series with the notes and have the same terms as to status, redemption and otherwise as the notes issued under this prospectus.

The notes will be issued in denominations of $2,000 and integral multiples of $1,000 thereof.

Payments on the Notes

We will pay interest to you if you are a holder listed in the trustee’s records at the close of business on the regular record date, even if you no longer own the note on the interest payment date. Holders buying and selling notes must work out between them how to compensate for the fact that we will pay all the interest for an interest period to the one who is the registered holder on the regular record date. The most common manner is to adjust the sales price of the notes to pro rate interest fairly between buyer and seller. This pro rated interest amount is called accrued interest.

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Payments of the principal and premium in respect of notes, if any, that are not global securities will be made upon the surrender of notes at the office or agency of the Company maintained for that purpose in the City of New York designated from time to time by the trustee. We may also arrange for additional paying agents, and may change paying agents. We may also choose to act as our own paying agent. We must notify the trustee of changes in the paying agents. Payments of interest will be made by check mailed to holders at their addresses set forth in the security register; provided, however, that payments of interest will be made by wire transfer if a holder of at least $1.0 million in principal amount of notes has given wire transfer instructions to the trustee at least five business days prior to the applicable interest payment date. All payments of notes that are represented by global securities will be made by the transfer of immediately available funds to the nominee of the depositary for the notes. All money paid by us to a paying agent that remains unclaimed at the end of two years after the amount is due to holders will be repaid to us. After that two-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else.

Subsidiary Guarantees

The notes will be guaranteed by each of our current and future domestic subsidiaries that have outstanding, incur or guarantee Specified Indebtedness. These subsidiary guarantees will be joint and several obligations of the guarantors. The obligations of each guarantor under its subsidiary guarantee will be limited as necessary to prevent that subsidiary guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Fraudulent Conveyance—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.”

A guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such guarantor is the surviving person), another Person, other than us or another guarantor, unless immediately after giving effect to that transaction, no default or event of default exists and the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that guarantor under the indenture pursuant to a supplemental indenture satisfactory to the trustee or by operation of law. The subsidiary guarantee of a guarantor will be released at such time as such guarantor ceases to have outstanding or guarantee any Specified Indebtedness.

Security Register

The security register for the notes will be maintained at an office of the trustee in the City of New York.

Optional Redemption

We may redeem the notes in whole or in part, at our option at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus          basis points, plus, in each case, accrued interest thereon to the date of redemption.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of notes to be redeemed and will set forth the formula for, and the calculation of, the redemption price of the notes.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called for redemption.

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Sinking Fund

There is no provision for a sinking fund applicable to the notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control Triggering Event occurs, you will have the right to require us to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of your notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the indenture. In the Change of Control Offer, we will offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, we will mail a notice to you describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the indenture and described in such notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict.

On the Change of Control Payment Date, we will, to the extent lawful:

(1)     accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2)     deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

(3)     deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Company.

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in the principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

Except as described above with respect to a Change of Control Triggering Event, the indenture does not contain provisions that permit you to require that we repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

We will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party (1) makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by us and (2) purchases all notes properly tendered and not withdrawn under the Change of Control Offer.

Any future credit agreements or other agreements relating to other senior debt to which we become a party may contain restrictions and provisions and may also prohibit us from purchasing notes. In the event a Change of Control Triggering Event occurs at a time when we are prohibited from purchasing notes, we could seek the consent of our other lenders to the purchase of notes or could attempt to refinance the borrowings that contain

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such prohibition. If we do not obtain such consent or repay such borrowings, we will remain prohibited from purchasing notes. In such case, our failure to purchase tendered notes would constitute an event of default under the indenture which could, in turn, constitute a default under other debt, including secured debt.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and our Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under New York law, which governs the indenture. Accordingly, your ability to require us to repurchase your notes as a result of a sale, lease, transfer, conveyance, or other disposition of less than all of the assets of us and our Subsidiaries taken as a whole to another Person or group may be uncertain.

Removal of Repurchase Obligation upon Change of Control

From and after the first date on which both:

(a)     the notes have Investment Grade Ratings from all three Rating Agencies, and

(b)     no default or event of default shall have occurred and be continuing under the indenture (collectively, a “Ratings Event”),

the Company and its Subsidiaries shall cease to be subject to the “Change of Control” provision of the indenture.

As a result, the notes will be entitled to substantially less covenant protection from and after the occurrence of a Ratings Event. The removed provision will not be reinstated even if the Company subsequently does not satisfy the requirements set forth in clauses (a) and (b) above.

Restrictive Covenants

Restrictions on Secured Debt

Subject to certain exceptions, the Company will not, nor will it permit any Subsidiary to, issue, assume, or guarantee any Indebtedness secured by a mortgage, pledge, lien, security interest, or encumbrance (“lien”), upon any Property of the Company or any Subsidiary without effectively providing that the notes shall be equally and ratably secured with such Indebtedness, unless, after giving effect to such lien, the aggregate amount of the secured debt then outstanding (not including Indebtedness secured by liens permitted below) plus the value of all sale and leaseback transactions described below (other than those described in paragraphs (1) and (2) of the covenant described under “—Restrictions on Sales and Leasebacks” below) would not exceed 10% of our Consolidated Net Worth. The restrictions do not apply to debt secured by the following:

• liens existing as of the date when we first issue notes pursuant to the indenture;

• liens on property created at the time of acquisition of such property or within six months after such time to secure all or part of the cost of acquiring, constructing or improving all or any part of such property, or to secure debt incurred no later than six months after the time of acquisition or the date of completion of construction or improvement or the date of commencement of full operations to provide funds for the reimbursement of funds expended for the foregoing purposes;

• liens existing on any property of a corporation or other entity at the time it became or becomes a Subsidiary of the Company (provided that the lien has not been created or assumed in contemplation of that corporation or other entity becoming a Subsidiary of the Company);

• liens securing Indebtedness owing by a Subsidiary to the Company or to one or more of its Subsidiaries;

• rights of set-off over deposits of the Company or its Subsidiaries held by financial institutions;

• liens in favor of any governmental authority of any jurisdiction securing the obligation of the Company or any of its Subsidiaries pursuant to any contract or payment owed to that entity pursuant to applicable laws, regulations or statutes;

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• any extension, renewal, substitution or replacement of the foregoing, provided that the principal amount is not increased and that such lien is not extended to other property except for the amount of any premium required to be paid in connection with such extension, renewal, substitution or replacement pursuant to the terms of the Indebtedness extended, renewed, substituted or replaced or the amount of any premium reasonably determined by the Company as necessary to accomplish such extension, renewal, substitution or replacement by means of a tender offer, exchange offer or privately negotiated repurchase, plus the expenses of the Company or such Subsidiary incurred in connection with such extension, renewal, substitution or replacement; and

• liens in favor of the trustee as provided for in the indenture on money or property held in its capacity as trustee.

Restrictions on Sales and Leasebacks

The Company will not, and will not permit any Subsidiary to, enter into any sale and leaseback transaction covering any Property after the date when we first issue notes pursuant to the indenture unless:

(1) the sale and leaseback transaction:

(A) involves a lease for a period, including renewals, of not more than three years;

(B) involves newly constructed property, and the sale or transfer occurs within 120 days after the completion of construction of full operation thereof; provided, however, that if the sale and leaseback transaction involves new construction on real property acquired by the Company more than 120 days prior to the date of the sale and leaseback transaction, then such sale and leaseback transaction shall be deemed a permissible sale and leaseback transaction under this clause but only to the extent of the value of the newly constructed property;

(C) occurs within 120 days from the date of the acquisition of the property subject thereto;

(D) involves the Company’s Headquarters Facility; or

(E) is with the Company or one of its Subsidiaries; or

(2) the Company or any Subsidiary, within 120 days after the sale and leaseback transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Company or any Subsidiary that is not subordinated to the notes and that has a stated maturity of more than twelve months; or

(3) the Company or such Subsidiary would be entitled pursuant to the covenant described under “—Restrictions on Secured Debt” above to create, incur, issue or assume Indebtedness secured by a lien in the property without equally and ratably securing the notes.

Additional Subsidiary Guarantees

Any Subsidiary of the Company that incurs, has outstanding or guarantees any Specified Indebtedness will, simultaneously with such incurrence or guarantee (or, if the Subsidiary has outstanding or guarantees Specified Indebtedness at the time of its creation or acquisition, at the time of such creation or acquisition) become a guarantor and execute and deliver to the trustee a supplemental indenture pursuant to which such Subsidiary will agree to guarantee the Company’s obligations under the notes.

Certain Other Covenants

The indenture will contain certain other covenants regarding, among other matters, corporate existence, payment of taxes and reports to holders of notes.

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Merger, Consolidation, Sale, Lease or Conveyance

The Company will agree not to merge or consolidate with or into any other Person and will agree not to sell, lease or convey, in a single transaction or in a series of transactions, all or substantially all of its assets to any Person, unless:

• the continuing or successor corporation (if other than the Company) or the Person that acquires all or substantially all of its assets is a corporation organized and existing under the laws of the United States or a State thereof or the District of Columbia and expressly assumes all its obligations under the notes and the indenture or assumes such obligations as a matter of law;

• immediately after giving effect to such merger, consolidation, sale, lease or conveyance, there is no default or event of default under the indenture; and

• the Company delivers or causes to be delivered to the trustee an officers’ certificate and opinion of counsel each stating that the merger, consolidation, sale, lease or conveyance complies with the indenture.

Default and Related Matters

Events of Default

You will have special rights if an event of default occurs and is not cured, as described later in this subsection.

What Is an Event of Default?    The term “even of default” means, with respect to the notes, any of the following:

• we do not pay the principal of or any premium on a note on its due date;

• we do not pay interest on a note within 30 days of its due date;

• we fail to comply with the conditions described above under “––Merger, Consolidation, Sale, Lease or Conveyance;”

• we fail to perform or remain in breach of any covenant contained in the indenture for the benefit of the notes or any other term of the indenture for 60 days after we receive a written notice of default stating we are in breach and requiring it to be remedied. The notice must be sent by either the trustee or holders of at least 25% of the aggregate principal amount of the outstanding notes;

• we or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us or any of our Significant Subsidiaries (or the payment of which is guaranteed by us or any of our Significant Subsidiaries), other than indebtedness owed to us or a Significant Subsidiary, whether such indebtedness or guarantee now exists, or is created after the date of the applicable indenture, which default:

(a)     is caused by a failure to pay principal of, or interest or premium on such indebtedness prior to the expiration of the grace period provided in such indebtedness (“payment default”); or

(b)     results in the acceleration of such indebtedness prior to its maturity (the “cross acceleration provision”);

and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $25 million or more;

• we or any Significant Subsidiary files for, or consents to the filing of, bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur; or

• any subsidiary guarantee ceases to be in full force and effect (except as contemplated by the terms thereof) or any guarantor or Person acting by or on behalf of such guarantor denies or disaffirms its obligations under the indenture or any subsidiary guarantee.

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Remedies If an Event of Default Occurs.    If an event of default has occurred and has not been cured, the trustee or the holders of 25% in aggregate principal amount of the outstanding notes may declare the entire principal amount of all the notes to be due and immediately payable. This is called a declaration of acceleration of maturity. If, however, we or any Significant Subsidiary files for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur, all of the notes shall become immediately due and payable without any declaration of acceleration of maturity or any other action on the part of the trustee or the holders of the notes. After any such acceleration, but before a judgment or decree based on acceleration is entered and becomes final, the holders of a majority in aggregate principal amount of the outstanding notes may, under certain circumstances, rescind and annul such acceleration and its consequences if all events of default in respect of the notes, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in the indenture and certain other conditions are met. See “––Modification and Waiver.”

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability, called an indemnity. If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture with respect to the notes. The trustee may withhold notice of any default, except a default in the payment of principal or interest, from the holders of the notes if the trustee in good faith considers it to be in the interest of holders to do so.

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the notes, the following must occur:

• you must give the trustee written notice that an event of default has occurred and remains uncured;

• the holders of at least 25% in aggregate principal amount of the outstanding notes must make written request that the trustee take action because of the event of default, and must offer satisfactory indemnity to the trustee against the cost, expenses and liabilities of taking that action;

• the trustee must have not received during the 60-day period referred to below from holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with the written notice; and

• the trustee must have not taken action for 60 days after receipt of the above notice, request and offer of indemnity.

However, you are entitled at any time to bring a lawsuit for the payment of money due on your note on or after its due date.

Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and to make or cancel a declaration of acceleration.

We will furnish to the trustee every year a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the notes issued under it, or else specifying any default or event of default and its status.

Modification and Waiver

There are three types of changes we can make to the indenture and the notes.

Changes Requiring Your Approval.    First, there are changes that cannot be made to the notes without the approval of each holder affected thereby. Following is a list of those types of changes:

• change the payment date of the principal or any installment of principal or interest on a note;

• reduce any other amounts due on a note;

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• reduce the amount of principal due and payable upon acceleration of the maturity of a note following a default;

• change the place or currency of payment on a note;

• impair your right to institute suit to enforce any payment of any amount due on your note;

• change the relative seniority or ranking of a note;

• reduce the percentage in aggregate principal amount of the notes whose consent is needed to modify or amend the indenture or any supplement thereto;

• reduce the percentage in principal amount of the notes whose consent is needed to waive our compliance with certain provisions of the indenture or any supplement thereto or to waive certain defaults;

• release any guarantor from any of its obligations under its guarantee or the indenture, except in accordance with the terms of the indenture; and

• modify any other aspect of the provisions dealing with modification and waiver of the indenture or any supplement thereto.

Changes Requiring a Majority Vote.    The second type of change to the indenture or any supplement thereto and the notes is the kind that requires a vote in favor by holders owning a majority of the principal amount of the outstanding notes. Most other changes, including waivers, as described below, fall into this category, except for changes noted above as requiring the approval of the holders of each note affected thereby, and, as noted below, changes not requiring any approval.

We would need a vote by holders of a majority of the principal amount of the outstanding notes, to obtain a waiver of certain of the restrictive covenants, including the covenants described above under “—Restrictive Covenants—Restrictions on Secured Debt” and “—Restrictive Covenants—Restrictions on Sales and Leasebacks.” We also need holders of a majority of the principal amount of the outstanding notes to obtain a waiver of any past default with respect to the notes, except a payment default listed in the first or second category described below under “—Default and Related Matters—Events of Default—What is an Event of Default?”

Changes Not Requiring Approval.    The third type of change does not require any vote by holders of the notes. This type is limited to clarifications and certain other changes that would benefit or would not adversely affect holders of the notes.

Further Details Concerning Voting.    The notes will not be considered outstanding, and therefore will not be eligible to vote, if we have deposited or set aside in trust for you money for their payment or redemption or if they have been fully defeased, as described under “Defeasance—Legal Defeasance.” Notes owned by us or any of our affiliates will also not be considered outstanding or eligible to vote.

If we determine to set a record date, we will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding notes that are entitled to vote or take other action under the indenture. In some circumstances, the trustee will be entitled to set a record date for action by holders. If the trustee sets a record date for a vote or other action to be taken by holders of the notes, that vote or action may be taken only by persons who are holders of outstanding securities of the notes on the record date and the action voted upon must be effective within 90 days following the record date.

Street name and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change an indenture or the notes request a waiver.

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Defeasance

Legal Defeasance

If there is a change in federal income tax law, as described below, we can legally release ourselves and the guarantors from any payment or other obligations, with certain limited exceptions, on the notes, called legal defeasance, if we put in place the following arrangements for you to be repaid:

• we must deposit, or cause to be deposited, in trust for your benefit and the benefit of all other holders of the notes an amount of cash and U.S. government notes or bonds that will generate enough cash to make interest, principal, premium and any other payments on the notes on their due date;

• we must deliver to the trustee a legal opinion of our counsel that is based on and confirms the tax law change described below;

• no event of default or event that with the passage of time or the giving of notice, or both, shall constitute an event of default shall have occurred and be continuing at the time of the deposit described above (other than resulting from the borrowing of funds to be applied to such deposit) or, with respect to an event or default described in the seventh bullet point under “Default and Related Matters—Events of Default—What is an Event of Default”, on the later of (1) the 91st day after the date of the deposit or (2) the day ending on the day following the expiration of the longest preference period under any bankruptcy law applicable to the Company in respect of such deposit;

• such deposit and defeasance will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which we are a party or by which we are bound; and

• we must comply with certain other conditions.

There must be a change in current federal income tax law or a U.S. Internal Revenue Service ruling that lets us make the above deposit without causing you to be taxed on the notes any differently than if we did not make the deposit and just repaid the notes at maturity or redemption.

In the event of legal defeasance you would have to rely solely on the trust holding the deposited cash and/or U.S. government notes or bonds for repayment of the notes. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust would most likely be protected from claims of our lenders and other creditors if we ever become bankrupt or insolvent.

Covenant Defeasance

Under current federal income tax law, we can make the same type of deposit described above under “—Defeasance—Legal Defeasance” and be released from some of the restrictive covenants in the notes. This is called covenant defeasance. In that event, you would lose the protection of those restrictive covenants but would gain the protection of having cash and/or U.S. government notes or bonds set aside in trust to repay the notes. In order to achieve covenant defeasance, we must do the following:

• we must deposit, or cause to be deposited, in trust for your benefit and the benefit of all other holders of the notes an amount of cash and U.S. government notes or bonds that will generate enough cash to make interest, principal, premium and any other payments on the notes on their due date;

• we must deliver to the trustee a legal opinion of our counsel confirming that under current federal income tax law we may make the above deposit without causing you to be taxed on the notes any differently than if we did not make the deposit and just repaid the notes at maturity or redemption;

• no event of default or event that with the passage of time or the giving of notice, or both, shall constitute an event of default shall have occurred and be continuing at the time of the deposit described above (other than resulting from the borrowing of funds to be applied to such deposit) or, with respect to an event of default described in the seventh bullet point under “Default and Related Matters—Events of

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Default—What is an Event of Default”, on the later of (1) the 91st day after the date of the deposit or (2) the day ending on the day following the expiration of the longest preference period under any bankruptcy law applicable to the Company in respect of such deposit;

• such deposit and defeasance will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which we are a party or by which we are bound; and

• we must comply with certain other conditions.

If we accomplish covenant defeasance, the following provisions, among others, of the indentures and the notes would no longer apply:

• our promises previously described under “—Repurchase at the Option of Holders,” “—Restrictive Covenants—Restrictions on Secured Debt” and “—Restrictive Covenants––Restrictions on Sales and Leasebacks;” and

• the events of default relating to breach of covenants, described under “—Default and Related Matters—Events of Default—What Is an Event of Default?”.

If we accomplish covenant defeasance, you could still look to us for repayment of the notes if there were a shortfall in the trust. In fact, if one of the remaining events of default occurs, such as our bankruptcy, and the notes become immediately due and payable, there may be a shortfall in the trust.

Notices

We and the trustee will send notices regarding the notes only to holders at their addresses as listed in the records of the security registrar.

Governing Law

The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York.

Book-Entry System

The notes initially will be represented by one or more registered global securities (the “Registered Global Security”) registered in the name of Cede & Co. (the nominee of The Depository Trust Company (the “Depository”)), or such other name as may be requested by an authorized representative of the Depository. Accordingly, beneficial interests in the notes will be shown on, and transfers of the notes will be effected only through, records maintained by the Depository and its participants. Except as described below, owners of beneficial interests in the Registered Global Security representing the notes will not be entitled to receive notes in definitive form and will not be considered holders of notes under the indenture.

The Depository has advised the Company and the underwriters as follows: The Depository Trust Company is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The Depository holds securities that its participants (“Direct Participants”) deposit with the Depository. The Depository also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers (including certain of the underwriters), banks, trust companies, clearing corporations and certain other organizations. The Depository is owned by a number of its Direct Participants and

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by the New York Stock Exchange, Inc., the American Stock Exchange, LLC and the National Association of Securities Dealers, Inc. Access to the Depository’s book-entry system is also available to others, such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The rules applicable to the Depository and its Direct and Indirect Participants are on file with the SEC.

Purchases of notes under the Depository’s system must be made by or through Direct Participants, which will receive a credit for such notes on the Depository’s records. The ownership interest of each actual purchaser of notes represented by the Registered Global Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from the Depository of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which such Beneficial Owners entered into the transaction. Transfers of ownership interests in the Registered Global Security representing notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive notes in definitive form, except in the event that use of the book-entry system for such notes is discontinued or upon the occurrence of certain other events described in the prospectus.

To facilitate subsequent transfers, the Registered Global Security representing notes that are deposited by Direct Participants is registered in the name of the Depository’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of the Depository. The deposit of the Registered Global Security with the Depository and its registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. The Depository has no knowledge of the actual Beneficial Owners of the Registered Global Security representing the notes; the Depository’s records reflect only the identity of the Direct Participants to whose accounts such notes are credited, which may or may not be the Beneficial Owners. The Direct or Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by the Depository to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Neither the Depository nor Cede & Co. (or any other Depository nominee) will consent or vote with respect to the Registered Global Security representing the notes. Under its usual procedures, the Depository mails an omnibus proxy to the Company as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the notes are credited on the applicable record date (identified in a listing attached to the omnibus proxy).

Principal, premium, if any, and interest payments on the Registered Global Security representing the notes will be made to Cede & Co., or such nominee as may be requested by an authorized representative of the Depository. The Depository’s practice is to credit Direct Participants’ accounts upon the Depository’s receipt of funds and corresponding detail information from the Company or the trustee on the payment date in accordance with their respective holdings shown on the Depository’s records. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of those Direct and Indirect Participants and not of the Depository, the trustee or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to Cede & Co. (or such other nominee) is the responsibility of the Company or the trustee, disbursement of those payments to Direct Participants is the responsibility of the Depository, and disbursement of those payments to the Beneficial Owners is the responsibility of the Direct and Indirect Participants. Neither the Company nor the trustee will have any responsibility or liability for the disbursements

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of payments in respect of ownership interests in the notes by the Depository or the Direct or Indirect Participants or for maintaining or reviewing any records of the Depository or the Direct or Indirect Participants relating to ownership interests in the notes or the disbursement of payments in respect of the notes.

The Depository may discontinue providing its services as securities depository with respect to the notes at any time by giving reasonable notice to the Company or the trustee. Under such circumstances, and in the event that a successor securities depository is not obtained, notes in definitive form are required to be printed and delivered to each holder.

We may decide to discontinue use of the system of book-entry transfers through the Depository (or a successor securities depository). In that event, notes in definitive form will be printed and delivered.

Special Situations When Global Security Will Be Exchanged For Physical Certificates

In a few special situations described below, interests in the global security will be exchanged for physical certificates representing notes. After that exchange, the choice of whether to hold notes directly or indirectly will be up to you. You must consult your own bank or broker to find out how to have your interests in notes transferred to your own name, so that you will be a direct holder. The rights of direct and indirect holders in the notes are described below under “—Direct Holders” and “––Indirect Holders.”

The special situations when a global security may be exchanged for physical certificates are:

• when the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary and no successor depositary has been appointed within 90 days after this notice;

• when we notify the trustee that we wish to exchange physical certificates for the global security, provided that we understand that under current industry practices, the Depository would notify its participants of this determination, but would only withdraw beneficial interests from a global security at the request of participants; or

• when an event of default on the notes has occurred and has not been cured.

Defaults are discussed above under “––Default and Related Matters.”

When physical certificates are to be exchanged for a global security, the depositary (and not we or the trustee) is responsible for deciding the names of the institutions that will be the initial direct holders of the physical certificates.

Direct Holders

Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, are only to persons or entities who are the direct holders of notes (i.e., those who are registered as holders of notes). As noted below, we do not have obligations to you if you hold through indirect means, either because you choose to hold notes in that manner or because the notes are issued in the form of global securities as described above. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that registered holder is legally required to pass the payment along to you as a street name customer but does not do so.

Indirect Holders

Investors who hold notes in accounts at banks or brokers will not be recognized by us as legal holders of notes. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the notes, either because they agree to do so in their customer agreements or because they are legally required to do so. If you hold notes in street name, you should check with your own institution to find out:

• how it handles securities payments and notices;

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• whether it imposes fees or charges;

• how it would handle voting if ever required;

• whether and how you can instruct it to send you notes registered in your own name so you can be a direct holder as described below; and

• how it would pursue rights under the notes if there were a default or other event triggering the need for holders to act to protect their interests.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Below Investment Grade Rating Event” means the notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies).

“Capital Stock” means:

(1)     in the case of a corporation, corporate stock;

(2)      in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)      in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)      any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Change of Control” means the occurrence of any of the following:

(1)      the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of us and our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than us or one of our Subsidiaries;

(2)      the adoption of a plan relating to the liquidation or dissolution of the Company (other than in a transaction that complies with the covenant described under “—Merger, Consolidation, Sale, Lease or Conveyance”);

(3)      the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), becomes the Beneficial Owner, directly or indirectly, of more than 50% of our Voting Stock, measured by voting power rather than number of shares; or

(4)      the first day on which a majority of the members of our board of directors are not Continuing Directors.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

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“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1)      was a member of such Board of Directors on the date of the indenture; or

(2)      was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Consolidated Net Worth” means, the shareholders’ equity of the Company and its consolidated Subsidiaries, as shown on the consolidated balance sheet in the Company’s latest quarterly or annual report filed with the SEC, prepared in accordance with GAAP.

“Credit Agreement” means the Amended and Restated Credit Agreement, dated as of May 4, 2004, by and among Owens & Minor Distribution, Inc. and Owens & Minor Medical, Inc., as Borrowers, the Company and certain of its Subsidiaries as Guarantors, the banks identified therein, Wachovia Bank, National Association and SunTrust Bank, as Syndication Agents, and Bank of America, N.A., as Administrative Agent, as amended from time to time.

“Credit Facilities” means, one or more debt facilities, commercial paper facilities, or capital markets financings, in each case with banks, investment banks, other institutional lenders or investors or trustees providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, or capital markets financings, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

“Headquarters Facility” means the Company’s principal executive offices located at 9120 Lockwood Boulevard, Mechanicsville, Virginia.

“Indebtedness” means indebtedness for borrowed money from third parties.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the trustee after consultation with the Company.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P and by Fitch.

“Issue Date” means the date the notes are first issued under the indenture.

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“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity.

“Property” means all real and tangible property owned or leased by the Company or any Subsidiary.

“Rating Agency” means each of S&P, Moody’s and Fitch, or if S&P, Moody’s or Fitch or all three shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by us (as certified by a resolution of our Board of Directors) which shall be substituted for S&P, Moody’s or Fitch, or all three, as the case may be.

“Reference Treasury Dealer” means each of (1) Lehman Brothers Inc. and its affiliates which are primary U.S. Government securities dealers in the United States (a “Primary Treasury Dealer”), and their respective successors and (2) four other Primary Treasury Dealers; provided, however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such redemption date.

“Significant Subsidiary” means any of our subsidiaries that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S–X promulgated by the SEC.

“Specified Indebtedness” means (i) any Indebtedness under the Credit Agreement and (ii) any Indebtedness incurred under Credit Facilities that refinance such Indebtedness.

“Subsidiary” means, with respect to any specified Person:

(1)      any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)      any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following general discussion summarizes material U.S. federal income and, for certain foreign persons, estate tax aspects of the purchase, ownership and disposition of the notes. This discussion is a summary for general information only and does not consider all aspects of U.S. federal income tax that may be relevant to the purchase, ownership and disposition of the notes. This discussion also does not address the U.S. federal income tax consequences of ownership of notes not held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, or the U.S. federal income tax consequences to investors subject to special treatment under the U.S. federal income tax laws, such as:

• dealers in securities or foreign currency;

• tax-exempt entities;

• banks;

• thrifts;

• regulated investment companies;

• real estate investment trusts;

• traders in securities that have elected the mark-to-market method of accounting for their securities;

• controlled foreign corporations;

• passive foreign investment companies;

• insurance companies;

• persons that hold the notes as part of a “straddle,” a “hedge” or a “conversion transaction”;

• persons liable for alternative minimum tax;

• expatriates;

• persons that have a “functional currency” other than the U.S. dollar; and

• pass-through entities (e.g., partnerships) or investors who hold the notes through pass-through entities.

In addition, this discussion is limited to the U.S. federal income tax consequences to initial holders that purchase the notes for cash, at their original issue price, pursuant to the offering. It does not describe any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction.

If a partnership, including any entity that is treated as a partnership for U.S. federal income tax purposes, is a beneficial owner of the notes, the treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. If you are a partner in or owner of a partnership that is considering purchasing the notes, you should consult with your tax advisor.

This discussion is based upon the Code, regulations of the Treasury Department, Internal Revenue Service, which we refer to as the IRS, rulings and pronouncements and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). We have not and will not seek any rulings or opinions from the IRS regarding the matters discussed below. There can be no assurance that the IRS will not take positions concerning the tax consequences of the purchase, ownership or disposition of the notes which are different from those discussed below.

If you are considering buying notes, we urge you to consult your tax advisor about the particular federal, state, local and foreign tax consequences of the purchase, ownership and disposition of the notes, and the application of the U.S. federal income tax laws to your particular situation.

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U.S. Holders

A “U.S. holder” is a beneficial owner of notes that, for U.S. federal income tax purposes, is:

• an individual citizen or resident of the United States;

• a corporation or other entity taxable as a corporation created or organized under the laws of the United States, any of its states or the District of Columbia;

• an estate if its income is subject to U.S. federal income taxation regardless of its sources; or

• a trust if a U.S. court is able to exercise primary supervision over administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust, or if the trust existed on April 20, 1996 and has validly elected to continue to be treated as a domestic trust.

Taxation of Interest

Interest on the notes is generally taxable to you as ordinary income:

• when it accrues, if you use the accrual method of accounting for U.S. federal income tax purposes; or

• when you receive it, if you use the cash method of accounting for U.S. federal income tax purposes.

In general, if the terms of a debt instrument entitle a holder to receive payments other than fixed periodic interest that exceeds the issue price of the instrument, such excess is treated under the Code as “original issue discount.” The holder may be required to recognize any such original issue discount as additional interest over the term of the instrument to the extent the original issue discount is not de minimis. We expect that the notes will not be issued with more than a de minimis amount of original issue discount.

Sale or Other Disposition of Notes

You generally must recognize taxable gain or loss on the sale, exchange, redemption, retirement or other disposition of a note. The amount of your gain or loss equals the difference between the amount you receive for the note (to the extent such amount does not represent accrued but unpaid interest, which will be treated as such), minus your adjusted tax basis in the note. Your initial tax basis in a note generally is the price you paid for the note. Any such gain or loss on a taxable disposition of a note as described above will generally constitute capital gain or loss and will be long-term capital gain or loss if you hold such note for more than one year. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

A non-U.S. holder is a beneficial owner of notes that is for U.S. federal income tax purposes an individual, corporation, estate or trust and is not a U.S. holder.

Withholding Tax on Payments on the Notes

Subject to the discussion of backup withholding below, payments of interest on a note to any non-U.S. holder will generally not be subject to U.S. federal income or withholding tax, provided that:

• the holder is not:

• an actual or constructive owner of 10% or more of the total voting power of all our voting stock; or

• a controlled foreign corporation related (directly or indirectly) to us through stock ownership;

• such interest payments are not effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States; and

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• we or our paying agent receives:

• from the non-U.S. holder, a properly completed Form W-8BEN (or substitute Form W-8BEN or the appropriate successor form) under penalties of perjury, which provides the non-U.S. holder’s name and address and certifies that the non-U.S. holder of the note is a non-U.S. holder; or

• from a security clearing organization, bank or other financial institution that holds the notes in the ordinary course of its trade or business (a “financial institution”) on behalf of the non-U.S. holder, certification under penalties of perjury that such a Form W-8BEN (or substitute Form W-8BEN or the appropriate successor form) has been received by it, or by another such financial institution, from the non-U.S. holder, and a copy of the Form W-8BEN (or substitute Form W-8BEN or the appropriate successor form) is furnished to the payor.

Special rules may apply to holders who hold notes through “qualified intermediaries” within the meaning of U.S. federal income tax laws.

If interest on a note is effectively connected with the conduct by a non-U.S. holder of a trade or business in the United States and, if the non-U.S. holder is entitled to the benefits under an applicable tax treaty, is attributable to a permanent establishment or a fixed base in the United States, then such income generally will be subject to U.S. federal income tax on a net basis at the rates applicable to U.S. persons generally (and, if realized by corporate holders, may also be subject to a 30% branch profits tax or such lower rate as may be available pursuant to an applicable income tax treaty). If interest is subject to U.S. federal income tax on a net basis in accordance with the rules described in the preceding sentence, payments of such interest will not be subject to U.S. withholding tax so long as the holder provides us or the paying agent with a Form W-8ECI.

A non-U.S. holder that does not qualify for exemption from withholding under the preceding paragraphs generally will be subject to withholding of U.S. federal income tax at the rate of 30% (or lower applicable treaty rate) on payments of interest on the notes.

Non-U.S. holders should consult their tax advisors about any applicable income tax treaties, which may provide for an exemption from or a lower rate of withholding tax, exemption from or reduction of branch profits tax, or other rules different from those described above.

Sale or Other Disposition of Notes

Subject to the discussion of backup withholding below, any gain realized by a non-U.S. holder on the sale, exchange, redemption, retirement or other disposition of a note generally will not be subject to U.S. federal income tax, unless:

• such gain is income or gain that is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if the non-U.S. holder is entitled to the benefits under an applicable tax treaty, is attributable to a permanent establishment or a fixed base in the United States; or

• the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are satisfied.

If the first bullet point applies, the non-U.S holder generally will be subject to U.S. federal income tax with respect to such gain in the same manner as U.S. holders, as described above, unless an applicable income tax treaty provides otherwise. In addition, if such non-U.S holder is a corporation, such non-U.S. holder may also be subject to the branch profits tax described above. If the second bullet point applies, the non-U.S holder generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate under an applicable income tax treaty) on the amount by which capital gains from U.S. sources (including gains from the sale, exchange, redemption, retirement or other disposition of the notes) exceed capital losses allocable to U.S. sources.

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U.S. Federal Estate Tax

A note held or treated as held by an individual who is a non-U.S. holder at the time of his or her death will not be subject to U.S. federal estate tax provided that (1) the individual does not actually or constructively own 10% or more of the total voting power of all our voting stock and (2) interest on the note, if received by the non-U.S. holder at death, would not have been effectively connected with the conduct by such non-U.S. holder of a trade or business within the United States.

Information Reporting and Backup Withholding

Payments of principal and interest made by us on, or the proceeds of the sale or other disposition of, the notes may be subject to information reporting. In addition, if you are a U.S. holder, such payments generally will be subject to U.S. federal backup withholding tax unless you supply a taxpayer identification number, certified under penalties of perjury, as well as certain other information or otherwise establish an exemption from backup withholding. If you are a non-U.S. holder, you may be required to comply with certification procedures to establish that you are not a U.S. person in order to avoid backup withholding tax with respect to our payments on, or the proceeds from the disposition of, notes. The backup withholding tax rate is currently 28%. Any amounts withheld under the backup withholding rules may be allowable as a refund or a credit against the holder’s U.S. federal income tax liability, provided required information is furnished to the IRS.

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UNDERWRITING

We and the guarantors have entered into an underwriting agreement with Lehman Brothers Inc., as representative of the underwriters, pursuant to which, and subject to its terms and conditions, we have agreed to sell to the underwriters and the underwriters have severally agreed to purchase from us the principal amount of notes set forth in the following table.

Underwriters	Principal Amount of Notes
Lehman Brothers Inc.	$
Banc of America Securities LLC
Citigroup Global Markets Inc.
SunTrust Capital Markets, Inc.
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
KeyBanc Capital Markets, a Division of McDonald Investments Inc.
Wachovia Capital Markets, LLC
Total	$	200,000,000

The underwriting agreement provides that the underwriters’ obligations to purchase the notes depends on the satisfaction of the conditions contained in the underwriting agreement, including:

• the representations and warranties made by us to the underwriters are true;

• there is no material change in the financial markets; and

• we deliver customary closing documents to the underwriters.

The underwriters have advised us that they intend to offer the notes initially at the offering price shown on the cover page of this prospectus and to certain dealers at the offering prices less a selling concession not to exceed $             per $1,000 in aggregate principal amount of the notes. The underwriters may allow, and dealers may reallow, a concession on sales to other dealers not to exceed $             per $1,000 in aggregate principal notes. After the initial offering of the notes, the underwriters may change the public offering price and the concession to selected dealers.

Commission and Expenses

The following table shows the underwriting fees to be paid to the underwriters by us in connection with this offering. The underwriting discounts and commissions are equal to         % of the principal amount of the notes.

	Total
Per $1,000 in aggregate principal amount of Notes	$
Total	$

The expenses of this offering that are payable by us, including registration, filing fees, printing fees and legal and accounting expenses, but excluding underwriting discounts and commissions, will be approximately $0.5 million.

New Issue of Notes

The notes are a new issue of securities with no established trading market. We do not intend to apply for listing on any national securities exchange or for quotation of the notes on any automated dealer quotation system. The underwriters have advised us that they presently intend to make a market in the notes as permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a market in the notes, and they may discontinue this market making at any time in their sole discretion. Accordingly, we cannot assure investors that there will be adequate liquidity or adequate trading market for the notes.

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Price Stabilization and Short Positions

The underwriters may engage in over-allotment and stabilizing transactions or purchases and passive market making for the purpose of pegging, fixing or maintaining the price of the notes in accordance with Regulation M under the Securities Exchange Act of 1934:

• Over-allotment involves sales by the underwriters of notes in excess of the number of notes the underwriter is obligated to purchase, which creates a short position. Since the underwriters in this offering do not have an over-allotment option to purchase additional securities, their short position will be a naked short position. A naked short position can only be closed out by buying notes in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the offering.

• Stabilizing transactions permit bids to purchase the notes so long as the stabilizing bids do not exceed a specified maximum. These stabilizing transactions may have the effect of raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. As a result, the price of the notes may be higher than the price that might otherwise exist in the open market. These transactions, if commenced, may be discontinued at any time.

Neither we nor the underwriters make any representations or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the notes. In addition, neither we nor the underwriters make representations that the representatives will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Electronic Distributions

This prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters or by their affiliates. In these cases, prospective investors may view offering terms online and, depending upon the underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of notes for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations.

Other than this prospectus in electronic format, the information on any underwriter’s web site and any information contained in any other web site maintained by any underwriter is not a part of this prospectus, has not been approved and/or endorsed by us or the underwriters in their capacity as underwriters and should not be relied upon by investors.

Certain underwriters may make the notes available for distribution on the Internet through a proprietary Web site and/or a third-party system operated by MarketAxess Corporation, an Internet-based communications technology provider. MarketAxess Corporation is providing the system as a conduit for communications between such underwriters and their customers and is not a party to any transactions. MarketAxess Corporation will not function as an underwriter or agent of the issuer, nor will MarketAxess Corporation act as a broker for any customer of such underwriters. MarketAxess Corporation, a registered broker-dealer, will receive compensation from such underwriters based on transactions such underwriters conduct through the system.

Indemnification

We have agreed to indemnify the underwriters against liabilities relating to the offering, including liabilities under the Securities Act of 1933 and liabilities arising from breaches of our representations and warranties contained in the underwriting agreement, and to contribute to payments that the underwriters may be required to make for these liabilities.

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United Kingdom Legal Matters

Each underwriter has represented and warranted that:

(1) It has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to us.

(2) It has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

European Economic Area Legal Matters

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), each underwriter has represented and agreed that it has not made and will not make an offer of the notes to the public in that Relevant Member State that would require the publication or approval of a prospectus in relation to the notes in that Relevant Member State or, where appropriate, another Relevant Member State; subject to such restriction, it may make an offer of notes to the public in that Relevant Member State at any time:

(1) to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(2) to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(3) in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive.

Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Other Legal Matters

Each underwriter has represented and agreed that it will comply with applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers the notes, or has in its possession or distributes any free writing prospectus and any preliminary prospectus or final prospectus relating to the notes.

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Other Relationships

From time to time, the underwriters and their respective affiliates have directly and indirectly provided investment and/or commercial banking services to us for which they have received customary compensation and expense reimbursement. The underwriters and their affiliates may in the future provide similar services. SunTrust Bank and Wachovia Bank, National Association act as syndication agents and Bank of America, N.A. acts as administrative agent under our revolving credit facility. Lehman Brothers is currently a lender under our revolving credit facility and Citigroup is expected to become a lender under our revolving credit facility in connection with the amendment to our credit agreement. Lehman Brothers was the sole book-running manager and Banc of America Securities LLC, Goldman, Sachs & Co. and J.P. Morgan Securities acted as initial purchasers in the private placement of our existing notes. SunTrust Bank is the trustee for our existing notes. Lehman Brothers is acting as dealer manager and solicitation agent and SunTrust Bank is acting as the depositary in connection with the tender offer for and consent solicitation related to our existing notes, for which each will receive a customary fee.

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LEGAL MATTERS

The validity of the notes and the guarantees will be passed upon for us by Hunton & Williams LLP, Richmond, Virginia. Certain legal matters in connection with this offering will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York.

EXPERTS

The consolidated financial statements of Owens & Minor, Inc. as of December 31, 2005 and 2004, and for each of the years in the three-year period ended December 31, 2005, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 have been incorporated by reference in this prospectus and elsewhere in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C., 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our common stock is traded on the New York Stock Exchange (the “NYSE”) under the symbol “OMI.” You may inspect the reports, proxy statements and other information concerning us at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and filings that we make after the date of filing the initial registration statement and prior to the effectiveness of that registration statement, and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, all of which are contained, or will be contained, in SEC File No. 1-09810, until the offering of the securities under this prospectus is completed or withdrawn:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2005;

• our definitive proxy statement filed with the SEC on March 10, 2006; and

• the information set forth in Item 2.06 to our Current Report on Form 8-K filed with the SEC on February 2, 2006 and our Current Report on Form 8-K filed with the SEC on March 24, 2006.

You may request a copy of these filings at no cost, by writing or telephoning us at the following address: Corporate Secretary, Owens & Minor, Inc., 9120 Lockwood Boulevard, Mechanicsville, Virginia 23116, (804) 723-7000. We also make these filings available at no cost through the “SEC Filings” on our website located at www.owens-minor.com as soon as reasonably practicable after they are filed with the SEC. The information contained on our website or that can be accessed through our website does not constitute part of this prospectus.

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$200,000,000

        % Senior Notes due 2016

PROSPECTUS

                , 2006

LEHMAN BROTHERS

BANC OF AMERICA SECURITIES LLC

CITIGROUP

SUNTRUST ROBINSON HUMPHREY

GOLDMAN, SACHS & CO.

JPMORGAN

KEYBANC CAPITAL MARKETS

WACHOVIA SECURITIES

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

SEC registration fee	$	21,400
Accounting fees and expenses		50,000
Legal fees and expenses		125,000
Printing expenses		30,000
Trustee fees and expenses		6,000
Rating agency fees		210,000
Miscellaneous		10,000
Total	$	452,400

* All fees and expenses other than the SEC registration fee are estimated. Owens & Minor, Inc. (the “Company”) will pay all expenses.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Virginia Stock Corporation Act (the “VSCA”) permits, and the Bylaws of the Company require, indemnification of the Company’s directors and officers in a variety of circumstances, which may include indemnification for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Under Sections 13.1-697 and 13.1-704 of the VSCA, a Virginia corporation generally is authorized to indemnify its directors and officers in civil or criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. The Company’s Bylaws require indemnification of directors and officers with respect to certain liabilities, expenses and other amounts imposed upon them by reason of having been a director or officer, except in the case of willful misconduct or a knowing violation of criminal law. In addition, the Company carries insurance on behalf of directors, officers, employees or agents that may cover liabilities under the Securities Act. The Company’s Bylaws also provide that, to the full extent the VSCA (as it presently exists or may hereafter be amended) permits the limitation or elimination of the liability of directors and officers, no director or officer of the Company shall be liable to the Company or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct. Section 13.1-692.1 of the VSCA presently permits the elimination of liability of directors and officers in any proceeding brought by or in the right of the Company or brought by or on behalf of shareholders of the Company, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law, including, without limitation, any unlawful insider trading or manipulation of the market for any security. Sections 13.1-692.1 and 13.1-696 through 704 of the VSCA are hereby incorporated by reference herein.

Any underwriting agreement for the securities may contain provisions entitling the Company’s directors, its officers who signed the registration statement and persons controlling the Company to indemnification against certain liabilities that might arise under the Securities Act from certain information furnished to the Company by or on behalf of any such indemnifying party.

The Company also carries insurance on behalf of its directors, officers, employees and agents that may cover liabilities under the Securities Act.

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ITEM 16. EXHIBITS

1.1*	Form of Underwriting Agreement for Senior Notes.
4.1	Amended and Restated Articles of Incorporation of Owens & Minor, Inc. (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 3.1 for the quarter ended March 31, 2004).
4.2	Amended and Restated Bylaws of the Company (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 3.1 for the quarter ended June 30, 2004).
4.3	Articles of Incorporation of Owens & Minor Distribution, Inc.
4.4	Bylaws of Owens & Minor Distribution, Inc.
4.5	Articles of Incorporation of Owens & Minor Medical, Inc., as amended.
4.6	Bylaws of Owens & Minor Medical, Inc.
4.7	Articles of Incorporation of Owens & Minor Healthcare Supply, Inc.
4.8	Bylaws of Owens & Minor Healthcare Supply, Inc.
4.9	Articles of Organization of Access Diabetic Supply, LLC.
4.10	Third Amended and Restated Operating Agreement of Access Diabetic Supply, LLC.
4.11	Form of Indenture for Senior Notes.
4.12	Form of Senior Note (included in Exhibit 4.11).
5.1	Opinion of Hunton & Williams LLP.
12.1	Computation of ratios of earnings to fixed charges.
23.1	Consent of KPMG LLP.
23.2	Consent of Hunton & Williams LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (included on signature pages).
25.1	Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, for Senior Notes.

* To be filed by amendment or as an exhibit to a document to be incorporated by reference herein.

ITEM 17. UNDERTAKINGS

(a)      Each of the undersigned registrants hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)      to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)      to reflect in the prospectus any acts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement (notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement);

(iii)      to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that subparagraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

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(2)      That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)      That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)      if the registrant is relying on Rule 430B:

(A)      each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)      each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)      if each of the registrants is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)      That, for the purpose of determining liability of each of the registrants under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, each of the registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)      any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)      any free writing prospectus relating to the offering prepared by or on behalf of each of the registrants or used or referred to by each of the registrants;

(iii)      the portion of any other free writing prospectus relating to the offering containing material information about each of the registrants or its securities provided by or on behalf of the registrant; and

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(iv)      any other communication that is an offer in the offering made by the registrant to the purchaser.

(b)      Each of the undersigned registrants hereby undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the registrants’ combined annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of each of the registrants, pursuant to the provisions described under Item 15 or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification by it is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d)      Each of the undersigned registrants hereby undertakes that:

(1)      For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)      For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e)      Each of the undersigned registrants hereby undertakes to file an application for the purpose of determining the eligibility of the relevant trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)2 of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Hanover, Commonwealth of Virginia on the 3rd day of April, 2006.

OWENS & MINOR, INC.
By:	/S/    CRAIG R. SMITH
	Craig R. Smith
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signatures appear below, hereby constitutes and appoints Craig R. Smith and Jeffrey Kaczka, and each of them individually, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of such persons any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the 3rd day of April, 2006.

	Signature	Title
By:	/S/    CRAIG R. SMITH	President, Chief Executive Officer and Director (Principal Executive Officer)
	Craig R. Smith
By:	/S/    JEFFREY KACZKA	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
	Jeffrey Kaczka
By:	/S/    OLWEN B. CAPE	Vice President and Controller (Principal Accounting Officer)
	Olwen B. Cape
By:	/S/    G. GILMER MINOR, III	Chairman of the Board of Directors
	G. Gilmer Minor, III
By:	/S/    A. MARSHALL ACUFF, JR.	Director
	A. Marshall Acuff, Jr.
By:	/S/    J. ALFRED BROADDUS, JR.	Director
	J. Alfred Broaddus, Jr.

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	Signature	Title
By:	/S/    JOHN T. CROTTY	Director
	John T. Crotty
By:	/S/    JAMES B. FARINHOLT, JR.	Director
	James B. Farinholt, Jr.
By:	/S/    RICHARD E. FOGG	Director
	Richard E. Fogg
By:	/S/    EDDIE N. MOORE, JR.	Director
	Eddie N. Moore, Jr.
By:	/S/    PETER S. REDDING	Director
	Peter S. Redding
By:	/S/    JAMES E. ROGERS	Director
	James E. Rogers
By:	/S/    JAMES E. UKROP	Director
	James E. Ukrop
By:	/S/    ANNE MARIE WHITTEMORE	Director
	Anne Marie Whittemore

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Hanover, Commonwealth of Virginia on the 3^rd day of April, 2006.

OWENS & MINOR DISTRIBUTION, INC.
By:	/S/    CRAIG R. SMITH
	Craig R. Smith
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signatures appear below, hereby constitutes and appoints Craig R. Smith and Jeffrey Kaczka, and each of them individually, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of such persons any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the 3^rd day of April, 2006.

	Signature	Title
By:	/S/    CRAIG R. SMITH	President and Chief Executive Officer and Director (Principal Executive Officer)
	Craig R. Smith
By:	/S/    JEFFREY KACZKA	Senior Vice President and Chief Financial Officer and Director (Principal Financial Officer)
	Jeffrey Kaczka
By:	/S/    OLWEN B. CAPE	Vice President and Controller (Principal Accounting Officer)
	Olwen B. Cape
By:	/S/    GRACE R. DEN HARTOG	Director
	Grace R. den Hartog
By:	/S/    CHARLES C. COLPO	Director
	Charles C. Colpo

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Hanover, Commonwealth of Virginia on the 3^rd day of April, 2006.

OWENS & MINOR MEDICAL, INC.
By:	/S/    CRAIG R. SMITH
	Craig R. Smith
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signatures appear below, hereby constitutes and appoints Craig R. Smith and Jeffrey Kaczka, and each of them individually, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of such persons any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the 3^rd day of April, 2006.

	Signature	Title
By:	/S/    CRAIG R. SMITH	President and Chief Executive Officer and Director (Principal Executive Officer)
	Craig R. Smith
By:	/S/    JEFFREY KACZKA	Senior Vice President and Chief Financial Officer and Director (Principal Financial Officer)
	Jeffrey Kaczka
By:	/S/    OLWEN B. CAPE	Vice President and Controller (Principal Accounting Officer)
	Olwen B. Cape
By:	/S/    GRACE R. DEN HARTOG	Director
	Grace R. den Hartog
By:	/S/    CHARLES C. COLPO	Director
	Charles C. Colpo

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Hanover, Commonwealth of Virginia on the 3rd day of April, 2006.

OWENS & MINOR HEALTHCARE SUPPLY, INC.
By:	/S/    CRAIG R. SMITH
	Craig R. Smith
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signatures appear below, hereby constitutes and appoints Craig R. Smith and Jeffrey Kaczka, and each of them individually, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of such persons any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the 3rd day of April, 2006.

	Signature	Title
By:	/S/    CRAIG R. SMITH	President and Chief Executive Officer and Director (Principal Executive Officer)
	Craig R. Smith
By:	/S/    JEFFREY KACZKA	Senior Vice President and Chief Financial Officer and Director (Principal Financial Officer)
	Jeffrey Kaczka
By:	/S/    OLWEN B. CAPE	Vice President and Controller (Principal Accounting Officer)
	Olwen B. Cape
By:	/S/    GRACE R. DEN HARTOG	Director
	Grace R. den Hartog
By:	/S/    CHARLES C. COLPO	Director
	Charles C. Colpo

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Hanover, Commonwealth of Virginia on the 3rd day of April, 2006.

ACCESS DIABETIC SUPPLY, LLC
By:	/S/    CRAIG R. SMITH
	Craig R. Smith
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signatures appear below, hereby constitutes and appoints Craig R. Smith and Jeffrey Kaczka, and each of them individually, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of such persons any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on the 3^rd day of April, 2006.

	Signature	Title
By:	/S/    CRAIG R. SMITH	Chief Executive Officer and Manager (Principal Executive Officer)
	Craig R. Smith
By:	/S/    JEFFREY KACZKA	Senior Vice President, Chief Financial Officer and Manager (Principal Financial Officer)
	Jeffrey Kaczka
By:	/S/    OLWEN B. CAPE	Vice President, Controller and Manager (Principal Accounting Officer)
	Olwen B. Cape
By:	/S/    RICHARD F. BOZARD	Manager
	Richard F. Bozard
By:	/S/    MONTGOMERY BYERS	Manager
	Montgomery Byers
By:	/S/    CHARLES P. COLPO	Manager
	Charles P. Colpo

II-10

	Signature	Title
By:	/S/    GRACE R. DEN HARTOG	Manager
	Grace R. den Hartog
By:	/S/    KAREN E. ENGLAND	Manager
	Karen E. England
By:	/S/    TIMOTHY STOCKSDALE	Manager
	Timothy Stocksdale
By:	/S/    DAVID A. WALLACE	Manager
	David A. Wallace
By:	/S/    NATALIE WARGO	Manager
	Natalie Wargo

II-11

EXHIBIT INDEX

Exhibit No.	Description
1.1*	Form of Underwriting Agreement for Senior Notes.
4.1	Amended and Restated Articles of Incorporation of Owens & Minor, Inc. (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 3.1 for the quarter ended March 31, 2004).
4.2	Amended and Restated Bylaws of the Company (incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, Exhibit 3.1 for the quarter ended June 30, 2004).
4.3	Articles of Incorporation of Owens & Minor Distribution, Inc.
4.4	Bylaws of Owens & Minor Distribution, Inc.
4.5	Articles of Incorporation of Owens & Minor Medical, Inc., as amended.
4.6	Bylaws of Owens & Minor Medical, Inc.
4.7	Articles of Incorporation of Owens & Minor Healthcare Supply, Inc.
4.8	Bylaws of Owens & Minor Healthcare Supply, Inc.
4.9	Articles of Organization of Access Diabetic Supply, LLC.
4.10	Third Amended and Restated Operating Agreement of Access Diabetic Supply, LLC.
4.11	Form of Indenture for Senior Notes.
4.12	Form of Senior Note (included in Exhibit 4.11).
5.1	Opinion of Hunton & Williams LLP.
12.1	Computation of ratios of earnings to fixed charges.
23.1	Consent of KPMG LLP.
23.2	Consent of Hunton & Williams LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (included on signature pages).
25.1	Statement of Eligibility and Qualification of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, for Senior Notes.

* To be filed by amendment or as an exhibit to a document to be incorporated by reference herein.

II-12

EX-4.3

Exhibit 4.3

ARTICLES OF INCORPORATION

OF

OWENS & MINOR DISTRIBUTION, INC.

ARTICLE I.

Name

The name of the Corporation shall be OWENS & MINOR DISTRIBUTION, INC.

ARTICLE II.

Purposes

The purposes for which the Corporation is formed are:

1. To buy, sell, distribute and trade in medical and surgical supplies and equipment, pharmaceuticals, drugs and merchandise of every sort, class and description at wholesale or at retail, as principal or as agent, alone or in partnership with any other person, firm or corporation within and without the Commonwealth of Virginia and the United States of America and to do and perform every act and to carry on every business which shall be incidental thereto.

2. In addition, the Corporation shall have the power to transact any and all lawful business not required to be stated specifically in the articles of incorporation for which corporations may be incorporated under Chapter I of Title 13.1 of the Code of Virginia of 1950 as in effect on the effective date of these Articles or as amended subsequently thereto.

ARTICLE III.

Capital Stock

The number of shares that the Corporation shall have authority to issue shall be 10,000.

No holder of outstanding shares shall have any preemptive right with respect to (i) any shares of any class of the Corporation, whether now or hereafter authorized, (ii) any warrants, rights or options to purchase any such shares or (iii) any obligations convertible into any such shares or into warrants, rights or options to purchase any such shares.

ARTICLE IV.

Limit on Liability and Indemnification

1. Definitions. For purposes of this Article IV, the following terms shall have the meanings indicated:

(a) “applicant” means the person seeking indemnification pursuant to this Article IV;

(b) “expenses” includes counsel fees;

(c) “liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding;

(d) “party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; and

(e) “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

2. Limitation of Liability. In any proceeding brought by a shareholder of the Corporation in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article IV, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

3. Indemnification. The Corporation shall indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he is or was a director or officer of the Corporation, and (ii) any director or officer who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

4. Application; Amendment. The provisions of this Article shall be applicable to all proceedings commenced after the adoption hereof by the shareholders of the Corporation, arising

2

from any act or omission, whether occurring before or after such adoption. No amendment or repeal of this Article IV shall have any effect on the rights provided under this Article IV with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article IV and shall promptly pay or reimburse all reasonable expenses incurred by any director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

5. Termination of Proceeding. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in section 2 or 3 of this Article IV.

6. Determination of Availability. Any indemnification under this Article IV (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he has met the applicable standard of conduct set forth in section 3 of this Article IV.

The determination shall be made:

(a) By the Beard of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained under subsection (a) of this section, by a majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or mere directors not at the time parties to the proceeding;

(c) By special legal counsel:

(i) Selected by the Board of Directors or its committee in the manner prescribed in subsection (a) or (b) of this section; or

(ii) If a quorum of the Board of Directors cannot be obtained under subsection (a) of this section and a committee cannot be designated under subsection (b) of this section, selected by majority vote of the full Board of Directors, in which selection directors who are parties may participate;

(d) By the shareholders, but shares owned by or voted under the control of Directors who are at the time parties to the proceeding may not be voted on the determination. Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under subsection (c) of this section 6 to select counsel. Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article IV shall be made by special legal counsel agreed

3

upon by the Board of Directors and the applicant. If the Board of Directors and the applicant are unable to agree upon such special legal counsel, the Board of Directors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel.

7. Advances.

(a) The Corporation shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under section 3 of this Article IV if the applicant furnishes the Corporation:

(i) a written statement of his good faith belief that he has met the standard of conduct described in section 3; and

(ii) a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

(b) The undertaking required by paragraph (ii) of subsection (a) of this section 7 shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make repayment.

(c) Authorizations of payments under this section shall be made by the persons specified in section 6 of this Article IV.

8. Indemnification of Others. The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested Directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in section 2 or 3 of this Article IV who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in section 3 of this Article IV. The provisions of sections 4 through 7 of this Article IV shall be applicable to any indemnification provided hereafter pursuant to this section 8.

9. Insurance. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article IV and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article IV.

10. Further Indemnity. Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter

4

pursuant to the power conferred by this Article IV on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article IV. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article IV or applicable laws of the Commonwealth of Virginia.

11. Severability. Each provision of this Article IV shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

ARTICLE V.

Registered Agent

The initial registered agent is Drew St.J. Carneal an initial director of the corporation and a member of the Virginia State Bar. The corporation’s initial registered agent office address, which is the business office of the registered agent, is in Henrico County at 4800 Cox Road, Glen Allen, VA 23060.

ARTICLE VI.

Initial Directors

The initial directors of the corporation are: G. Gilmer Minor, III, Craig R. Smith, Henry A. Berling, Drew St.J. Carneal and Jeffrey Kaczka at 4800 Cox Road, Glen Allen, VA 23060.

INCORPORATOR:

/s/ Drew St.J. Carneal

Drew St.J. Carneal

5

EX-4.4

Exhibit 4.4

OWENS & MINOR DISTRIBUTION, INC.

BYLAWS

ARTICLE I

Meetings of Shareholders

1.1 Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Virginia, as may, from time to time, be fixed by the Board of Directors.

1.2 Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held on such date as the Board of Directors of the Corporation may designate from time to time.

1.3 Special Meetings. Special meetings of shareholders for any purpose or purposes may be called at any time by the President of the Corporation, or by a majority of the Board of Directors. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1.4 Notice of Meetings. Except as otherwise required by law, written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address that appears in the share transfer books of the Corporation. Meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

1.5 Quorum. Except as otherwise required by the Articles of Incorporation, any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting.

1.6 Voting. At any meeting of the shareholders each shareholder of a class entitled to vote on the matters coming before the meeting shall have one vote, in person or by proxy, for each share of capital stock standing in his or her name on the books of the Corporation at the time of such meeting or on any date fixed by the Board of Directors not more than seventy (70)

days prior to the meeting. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney-in-fact.

ARTICLE II

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors shall not be less than three (3).

2.3 Election of Directors.

(a) Directors shall be elected at the annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any vacancies thus existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of Directors.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board of Directors.

(d) A majority of the number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

2.4 Meetings of Directors. Meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of the President, and the Secretary or officer performing the Secretary’s duties shall give not less than twenty-four (24) hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Directors, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Board. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. Directors may be allowed, by resolution of the Board, a reasonable fee and expenses for attendance at meetings.

2

ARTICLE III

Officers

3.1 Election. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary and a Treasurer. Other officers may be specified by the Board of Directors and may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two or more officers may be combined in the same person as the Board of Directors may determine.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time by a resolution passed at any meeting by affirmative vote of a majority of the number of Directors fixed by these Bylaws. Vacancies may be filled at any meeting of the Board of Directors.

3.3 Other Officers. Other officers may from time to time be elected by the Board, including, without limitation, a Treasurer, a Chairman of the Board, one or more Vice Presidents (any one or more of whom may be designated as Executive Vice President or Senior Vice President), Assistant Secretaries and Assistant Treasurers.

3.4 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are hereinafter provided and as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.5 Duties of the Chief Executive Officer. The Chief Executive Officer shall be either the Chairman of the Board or the President of the Corporation, as designated by the Board of Directors. Subject to the direction and control of the Board of Directors, the Chief Executive Officer shall supervise and control the management of the Corporation, shall be primarily responsible for the implementation of policies of the Board of Directors and shall have such duties and authority as are normally incident to the position of chief executive officer of a corporation and such other duties and authority as may be prescribed from time to time by the Board of Directors or as are provided elsewhere in these Bylaws. The Chief Executive Officer may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and execution thereof shall be expressly delegated by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

3.6 Duties of the President. Subject to the direction and control of the Board of Directors and the Chief Executive Officer (if the President is not also the Chief Executive Officer), the President shall supervise and control the operations of the Corporation and shall have such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer (if the President is not also the Chief Executive Officer) or as are provided elsewhere in these Bylaws. The President may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments except in

3

cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or the Chief Executive Officer to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

3.7 Duties of the Vice Presidents. Each Vice President of the Corporation shall have powers and duties as may from time to time be assigned to him by the Board of Directors or the President. When there shall be more than one Vice President of the Corporation, the Board of Directors may from time to time designate one of them to perform the duties of the President in the absence of the President. Any Vice President of the Corporation may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in eases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

3.8 Duties of the Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, and shall cause all such funds and securities to be deposited in such banks and depositories as the Board of Directors from time to time may direct. He shall maintain adequate accounts and records of all assets, liabilities and transactions of the Corporation in accordance with generally accepted accounting practices; shall exhibit his accounts and records to any of the directors of the Corporation at any time upon request at the office of the Corporation; shall render such statements of his accounts and records and such other statements to the Board of Directors and officers as often and in such manner as they shall require; and shall make and file (or supervise the making and filing of) all tax returns required by law. He shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

3.9 Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and all committees of the Board, and the shareholders of the Corporation, and shall keep the minutes thereof in the proper book or books to be provided for that purpose. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates for stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that the reports, statements and other documents required by law (except tax returns) are properly filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

3.10 Other Duties of Officers. Any officer of the Corporation shall have, in addition to the duties prescribed herein or by law, such other duties as from time to time shall be prescribed by the Board of Directors or the President.

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ARTICLE IV

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of shares of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing shares of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a share certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such Certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors, may, in its discretion, cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Shares. The shares of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

4.4 Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or entitled to receive payment for any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

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ARTICLE V

Miscellaneous Provisions

5.1 Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year, and shall consist of such accounting periods as may be recommended by the Treasurer and approved by the Board of Directors.

5.2 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors. The Company shall also keep at its registered office or principal place of business a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series of the shares being held.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of Bylaws. These Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these Bylaws. The shareholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, alter, amend or repeal any Bylaws and to enact Bylaws that, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

5.5 Voting of Shares Held. Unless otherwise provided by resolution of the Board of Directors, the President shall from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities may be held in this Corporation, at meetings of the holders of the shares or other securities of such other corporation, or to consent in writing to any action by any such other corporation, and shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises; or, in lieu of such appointment, the President may attend in person any meetings of the holders of shares or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such shares or other securities of such other corporation.

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EX-4.5

Exhibit 4.5

GUIDE FOR ARTICLES OF INCORPORATION

VIRGINIA STOCK CORPORATION

The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of Virginia, state(s) as follows:

1. The name of the corporation is:

OMI Specialty, Inc.

2. The number (and classes, if any) of shares the corporation is authorized to issue is (are):

Number of shares authorized	Class(es)
10,000	Common

3. A.     The name of the corporation’s initial registered agent is

 Drew St.J. Carneal .

B. The initial registered agent is (mark appropriate box):

(1) an individual who is a resident of Virginia and

¨ an initial director of the corporation

x a member of the Virginia State Bar

OR

(2) ¨      a professional corporation or professional limited liability company of attorneys registered under Section

          54.1-3902, Code of Virginia

4. A.     The corporation’s initial registered office address which is the business address of the initial registered agent is:

4800 Cox Rd.	Glen Allen, VA	23060
(number/street)	(city or town)	(ZIP code)

B. The registered office is physically located in the ¨ City or x County of

Henrico

5. The initial directors are:

NAMES	ADDRESS(ES)
G. Gilmer Minor, III	4800 Cox Rd.
Henry A. Berling	Glen Allen, VA 23060
Craig R. Smith	(for all directors)
Drew St.J. Carneal

6. INCORPORATOR(S):

/s/ Drew St.J. Carneal	Drew St.J. Carneal
_____________________	_____________________
SIGNATURE(S)	PRINTED NAME(S)

See instructions on the reverse

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A CORPORATION

By Unanimous Consent of the Shareholders

The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

ONE

The name of the corporation is OMI Specialty, Inc.

TWO

The name of the corporation is changed to Owens & Minor Medical, Inc. effective December 31, 2001 at 11:59 p.m.

THREE

The foregoing amendment was adopted by unanimous consent of the shareholders on December 20, 2001.
	(date)

The undersigned declares that the facts herein stated are true as of December 20, 2001.
	(date)

OMI Specialty, Inc.
(Name of Corporation)
By:	/s/ Drew St.J. Carneal
	(Signature)
Drew St.J. Carneal, Senior Vice President
(Printed name and corporate title)

See instructions on the reverse.

EX-4.6

Exhibit 4.6

OWENS & MINOR MEDICAL, INC.

BYLAWS

ARTICLE I

Meetings of Shareholders

1.1 Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Virginia, as may, from time to time, be fixed by the Board of Directors.

1.2 Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held on such date as the Board of Directors of the Corporation may designate from time to time.

1.3 Special Meetings. Special meetings of shareholders for any purpose or purposes may be called at any time by the President of the Corporation, or by a majority of the Board of Directors. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1.4 Notice of Meetings. Except as otherwise required by law, written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address that appears in the share transfer books of the Corporation. Meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

1.5 Quorum. Except as otherwise required by the Articles of Incorporation, any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting.

1.6 Voting. At any meeting of the shareholders each shareholder of a class entitled to vote on the matters coming before the meeting shall have one vote, in person or by proxy, for each share of capital stock standing in his or her name on the books of the Corporation at the time of such meeting or on any date fixed by the Board of Directors not more than seventy (70) days prior to the meeting. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney-in-fact.

ARTICLE II

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors shall not be less than three (3).

2.3 Election of Directors.

(a) Directors shall be elected at the annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any vacancies thus existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of Directors.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board of Directors.

(d) A majority of the number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

2.4 Meetings of Directors. Meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of the President, and the Secretary or officer performing the Secretary’s duties shall give not less than twenty-four (24) hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Directors, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Board. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. Directors may be allowed, by resolution of the Board, a reasonable fee and expenses for attendance at meetings.

ARTICLE III

Officers

3.1 Election. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary and a Treasurer. Other officers may be specified by the Board of Directors and may from time to time be elected by the Board of Directors. All officers shall

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hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two or more officers may be combined in the same person as the Board of Directors may determine.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time by a resolution passed at any meeting by affirmative vote of a majority of the number of Directors fixed by these Bylaws. Vacancies may be filled at any meeting of the Board of Directors.

3.3 Other Officers. Other officers may from time to time be elected by the Board, including, without limitation, a Treasurer, a Chairman of the Board, one or more Vice Presidents (any one or more of whom may be designated as Executive Vice President or Senior Vice President), Assistant Secretaries and Assistant Treasurers.

3.4 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are hereinafter provided and as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.5 Duties of the Chief Executive Officer. The Chief Executive Officer shall be either the Chairman of the Board or the President of the Corporation, as designated by the Board of Directors. Subject to the direction and control of the Board of Directors, the Chief Executive Officer shall supervise and control the management of the Corporation, shall be primarily responsible for the implementation of policies of the Board of Directors and shall have such duties and authority as are normally incident to the position of chief executive officer of a corporation and such other duties and authority as may be prescribed from time to time by the Board of Directors or as are provided elsewhere in these Bylaws. The Chief Executive Officer may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and execution thereof shall be expressly delegated by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

3.6 Duties of the President. Subject to the direction and control of the Board of Directors and the Chief Executive Officer (if the President is not also the Chief Executive Officer), the President shall supervise and control the operations of the Corporation and shall have such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer (if the President is not also the Chief Executive Officer) or as are provided elsewhere in these Bylaws. The President may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or the Chief Executive Officer to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

3.7 Duties of the Vice Presidents. Each Vice President of the Corporation shall have powers and duties as may from time to time be assigned to him by the Board of Directors or the President. When there shall be more than one Vice President of the Corporation, the Board of

3

Directors may from time to time designate one of them to perform the duties of the President in the absence of the President. Any Vice President of the Corporation may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

3.8 Duties of the Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, and shall cause all such funds and securities to be deposited in such banks and depositories as the Board of Directors from time to time may direct. He shall maintain adequate accounts and records of all assets, liabilities and transactions of the Corporation in accordance with generally accepted accounting practices; shall exhibit his accounts and records to any of the directors of the Corporation at any time upon request at the office of the Corporation; shall render such statements of his accounts and records and such other statements to the Board of Directors and officers as often and in such manner as they shall require; and shall make and file (or supervise the making and filing of) all tax returns required by law. He shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

3.9 Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and all committees of the Board, and the shareholders of the Corporation, and shall keep the minutes thereof in the proper book or books to be provided for that purpose. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates for stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that the reports, statements and other documents required by law (except tax returns) are properly filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

3.10 Other Duties of Officers. Any officer of the Corporation shall have, in addition to the duties prescribed herein or by law, such other duties as from time to time shall be prescribed by the Board of Directors or the President.

ARTICLE IV

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of shares of the Corporation may be appointed by the Board of Directors and

4

may be required to countersign certificates representing shares of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a share certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board of Directors, may, in its discretion, cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Shares. The shares of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

4.4 Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or entitled to receive payment for any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

ARTICLE V

Miscellaneous Provisions

5.1 Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year, and shall consist of such accounting periods as may be recommended by the Treasurer and approved by the Board of Directors.

5.2 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of

5

Directors. The Company shall also keep at its registered office or principal place of business a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series of the shares being held.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of Bylaws. These Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these Bylaws. The shareholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, alter, amend or repeal any Bylaws and to enact Bylaws that, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

5.5 Voting of Shares Held. Unless otherwise provided by resolution of the Board of Directors, the President shall from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities may be held in this Corporation, at meetings of the holders of the shares or other securities of such other corporation, or to consent in writing to any action by any such other corporation, and shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises; or, in lieu of such appointment, the President may attend in person any meetings of the holders of shares or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such shares or other securities of such other corporation.

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EX-4.7

Exhibit 4.7

ARTICLES OF INCORPORATION

OF

OWENS & MINOR HEALTHCARE SUPPLY, INC.

ARTICLE I

Name

The name of the Corporation shall be Owens & Minor Healthcare Supply, Inc.

ARTICLE II

Purposes

The purposes for which the Corporation is formed are:

1. To buy, sell, distribute and trade in medical and surgical supplies and equipment, pharmaceuticals, drugs and merchandise of every sort, class and description at wholesale or at retail, as principal or as agent, alone or in partnership with any other person, firm or corporation, to provide inventory management consulting, outsourcing and logistics services and to do and perform every act and to carry on every business which shall be incidental thereto.

2. In addition, the Corporation shall have the power to transact any and all lawful business not required to be stated specifically in the articles of incorporation for which corporations may be incorporated under Chapter 1 of Title 13.1 of the Code of Virginia of 1950 as in effect on the effective date of these Articles or as amended subsequently thereto.

ARTICLE III

Capital Stock

The number of shares that the Corporation shall have authority to issue shall be 10,000.

No holder of outstanding shares shall have any preemptive right with respect to (i) any shares of any class of the Corporation, whether now or hereafter authorized, (ii) any warrants, rights or options to purchase any such shares or (iii) any obligations convertible into any such shares or into warrants, rights or options to purchase any such shares.

ARTICLE IV

Limit on Liability and Indemnification

1. Definitions. For purposes of this Article IV, the following terms shall have the meanings indicated:

(a) “applicant” means the person seeking indemnification pursuant to this Article IV;

(b) “expenses” includes counsel fees;

(c) “liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding;

(d) “party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; and

(e) “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

2. Limitation of Liability. In any proceeding brought by a shareholder of the Corporation in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article IV, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

3. Indemnification. The Corporation shall indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, by reason of the fact that he is or was a director or officer of the Corporation, and (ii) any director or officer who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. A person is considered to be serving an employee benefit plan at the Corporation’s request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Board of Directors is hereby empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer in respect of any proceedings arising from any act or omission, whether occurring before or after the execution of such contract.

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4. Application; Amendment. The provisions of this Article shall be applicable to all proceedings commenced after the adoption hereof by the shareholders of the Corporation, arising from any act or omission, whether occurring before or after such adoption. No amendment or repeal of this Article IV shall have any effect on the rights provided under this Article IV with respect to any act or omission occurring prior to such amendment or repeal. The Corporation shall promptly take all such actions, and make all such determinations, as shall be necessary or appropriate to comply with its obligation to make any indemnity under this Article IV and shall promptly pay or reimburse all reasonable expenses incurred by any director or officer in connection with such actions and determinations or proceedings of any kind arising therefrom.

5. Termination of Proceeding. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct described in section 2 or 3 of this Article IV.

6. Determination of Availability. Any indemnification under this Article IV (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the applicant is proper in the circumstances because he has met the applicable standard of conduct set forth in section 3 of this Article IV.

The determination shall be made:

(a) By the Board of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained under subsection (a) of this section, by a majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding;

(c) By special legal counsel:

(i) Selected by the Board of Directors or its committee in the manner prescribed in subsection (a) or (b) of this section; or

(ii) If a quorum of the Board of Directors cannot be obtained under subsection (a) of this section and a committee cannot be designated under subsection (b) of this section, selected by majority vote of the full Board of Directors, in which selection directors who are parties may participate;

(d) By the shareholders, but shares owned by or voted under the control of Directors who are at the time parties to the proceeding may not be voted on the determination. Any evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is appropriate, except that if the determination is made by special legal counsel, such evaluation as to reasonableness of expenses shall be made by those entitled under subsection (c) of this section 6 to select counsel. Notwithstanding the foregoing, in the event there has been a change in the composition of a majority of the Board of Directors

3

after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to this Article IV shall be made by special legal counsel agreed upon by the Board of Directors and the applicant. If the Board of Directors and the applicant are unable to agree upon such special legal counsel, the Board of Directors and the applicant each shall select a nominee, and the nominees shall select such special legal counsel.

7. Advances. (a) The Corporation shall pay for or reimburse the reasonable expenses incurred by any applicant who is a party to a proceeding in advance of final disposition of the proceeding or the making of any determination under section 3 of this Article IV if the applicant furnishes the Corporation:

(i) a written statement of his good faith belief that he has met the standard of conduct described in section 3; and

(ii) a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet such standard of conduct.

(b) The undertaking required by paragraph (ii) of subsection (a) of this section 7 shall be an unlimited general obligation of the applicant but need not be secured and may be accepted without reference to financial ability to make payment.

(c) Authorizations of payments under this section shall be made by the persons specified in section 6 of this Article IV.

8. Indemnification of Others. The Board of Directors is hereby empowered, by majority vote of a quorum consisting of disinterested Directors, to cause the Corporation to indemnify or contract to indemnify any person not specified in section 2 or 3 of this Article IV who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in section 3 of this Article IV. The provisions of sections 4 through 7 of this Article IV shall be applicable to any indemnification provided hereafter pursuant to this section 8.

9. Insurance. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article IV and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have power to indemnify him against such liability under the provisions of this Article IV.

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10. Further Indemnity. Every reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power conferred by this Article IV on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such person under the provisions of this Article IV. Such rights shall not prevent or restrict the power of the Corporation to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements, bylaws, or other arrangements (including, without limitation, creation of trust funds or security interests funded by letters of credit or other means) approved by the Board of Directors (whether or not any of the directors of the Corporation shall be a party to or beneficiary of any such agreements, bylaws or arrangements); provided, however, that any provision of such agreements, bylaws or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article IV or applicable laws of the Commonwealth of Virginia.

11. Severability. Each provision of this Article IV shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.

ARTICLE V

Registered Agent

The initial registered agent is Grace R. den Hartog, an initial director of the corporation, a Virginia resident and a member of the Virginia State Bar. The corporation’s initial registered agent office address, which is the business office of the registered agent, is in Henrico County at 4800 Cox Road, Glen Allen, VA 23060.

ARTICLE VI

Initial Directors

The initial directors of the corporation are: G. Gilmer Minor, III, Craig R. Smith, Grace R. den Hartog and Jeffrey Kaczka at 4800 Cox Road, Glen Allen, VA 23060.

INCORPORATOR:

/s/ Grace R. den Hartog

Grace R. den Hartog

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EX-4.8

Exhibit 4.8

OWENS & MINOR HEALTHCARE, INC.

BYLAWS

ARTICLE I

Meetings of Shareholders

1.1 Places of Meetings. All meetings of the shareholders shall be held at such place, either within or without the Commonwealth of Virginia, as may, from time to time, be fixed by the Board of Directors.

1.2 Annual Meetings. The annual meeting of the shareholders, for the election of Directors and transaction of such other business as may come before the meeting, shall be held on such date as the Board of Directors of the Corporation may designate from time to time.

1.3 Special Meetings. Special meetings of shareholders for any purpose or purposes may be called at any time by the Chairman of the Board, Chief Executive Officer of the Corporation, or by a majority of the Board of Directors. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

1.4 Notice of Meetings. Except as otherwise required by law, written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than ten nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his address that appears in the share transfer books of the Corporation. Meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting.

1.5 Quorum. Except as otherwise required by the Articles of Incorporation, any number of shareholders together holding at least a majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by a majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting.

1.6 Voting. At any meeting of the shareholders each shareholder of a class entitled to vote on the matters coming before the meeting shall have one vote, in person or by proxy, for each share of capital stock standing in his or her name on the books of the Corporation at the time of such meeting or on any date fixed by the Board of Directors not more than seventy (70)

days prior to the meeting. Every proxy shall be in writing, dated and signed by the shareholder entitled to vote or his duly authorized attorney-in-fact.

ARTICLE II

Directors

2.1 General Powers. The property, affairs and business of the Corporation shall be managed under the direction of the Board of Directors, and except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall be vested in such Board.

2.2 Number of Directors. The number of Directors shall not be less than three (3).

2.3 Election of Directors.

(a) Directors shall be elected at the annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any vacancies thus existing.

(b) Directors shall hold their offices for terms of one year and until their successors are elected. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of Directors.

(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board of Directors.

(d) A majority of the number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

2.4 Meetings of Directors. Meetings of the Board of Directors shall be held at places within or without the Commonwealth of Virginia and at times fixed by resolution of the Board, or upon call of the President, and the Secretary or officer performing the Secretary’s duties shall give not less than twenty-four (24) hours’ notice by letter, telegraph or telephone (or in person) of all meetings of the Directors, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Board. An annual meeting of the Board of Directors shall be held as soon as practicable after the adjournment of the annual meeting of shareholders. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. Directors may be allowed, by resolution of the Board, a reasonable fee and expenses for attendance at meetings.

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ARTICLE III

Officers

3.1 Election. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary and a Treasurer. Other officers may be specified by the Board of Directors and may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two or more officers may be combined in the same person as the Board of Directors may determine.

3.2 Removal of Officers; Vacancies. Any officer of the Corporation may be removed summarily with or without cause, at any time by a resolution passed at any meeting by affirmative vote of a majority of the number of Directors fixed by these Bylaws. Vacancies may be filled at any meeting of the Board of Directors.

3.3 Other Officers. Other officers may from time to time be elected by the Board, including, without limitation, a Treasurer, a Chairman of the Board, one or more Vice Presidents (any one or more of whom may be designated as Executive Vice President or Senior Vice President), Assistant Secretaries and Assistant Treasurers.

3.4 Duties. The officers of the Corporation shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are hereinafter provided and as from time to time shall be conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board may see fit.

3.5 Duties of the Chief Executive Officer. The Chief Executive Officer shall be either the Chairman of the Board or the President of the Corporation, as designated by the Board of Directors. Subject to the direction and control of the Board of Directors, the Chief Executive Officer shall supervise and control the management of the Corporation, shall be primarily responsible for the implementation of policies of the Board of Directors and shall have such duties and authority as are normally incident to the position of chief executive officer of a corporation and such other duties and authority as may be prescribed from time to time by the Board of Directors or as are provided elsewhere in these Bylaws. The Chief Executive Officer may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and execution thereof shall be expressly delegated by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

3.6 Duties of the President. Subject to the direction and control of the Board of Directors and the Chief Executive Officer (if the President is not also the Chief Executive Officer), the President shall supervise and control the operations of the Corporation and shall have such other duties as may be prescribed from time to time by the Board of Directors or the Chief Executive Officer (if the President is not also the Chief Executive Officer) or as are provided elsewhere in these Bylaws. The President may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments except in

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cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or the Chief Executive Officer to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

3.7 Duties of the Vice Presidents. Each Vice President of the Corporation shall have powers and duties as may from time to time be assigned to him by the Board of Directors or the President. When there shall be more than one Vice President of the Corporation, the Board of Directors may from time to time designate one of them to perform the duties of the President in the absence of the President. Any Vice President of the Corporation may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed.

3.8 Duties of the Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, and shall cause all such funds and securities to be deposited in such banks and depositories as the Board of Directors from time to time may direct. He shall maintain adequate accounts and records of all assets, liabilities and transactions of the Corporation in accordance with generally accepted accounting practices; shall exhibit his accounts and records to any of the directors of the Corporation at any time upon request at the office of the Corporation; shall render such statements of his accounts and records and such other statements to the Board of Directors and officers as often and in such manner as they shall require; and shall make and file (or supervise the making and filing of) all tax returns required by law. He shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

3.9 Duties of the Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and all committees of the Board, and the shareholders of the Corporation, and shall keep the minutes thereof in the proper book or books to be provided for that purpose. He shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates for stock of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; shall see that the reports, statements and other documents required by law (except tax returns) are properly filed; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

3.10 Other Duties of Officers. Any officer of the Corporation shall have, in addition to the duties prescribed herein or by law, such other duties as from time to time shall be prescribed by the Board of Directors or the President.

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ARTICLE IV

Capital Stock

4.1 Certificates. The shares of capital stock of the Corporation shall be evidenced by certificates in forms prescribed by the Board of Directors and executed in any manner permitted by law and stating thereon the information required by law. Transfer agents and/or registrars for one or more classes of shares of the Corporation may be appointed by the Board of Directors and may be required to countersign certificates representing shares of such class or classes. If any officer whose signature or facsimile thereof shall have been used on a share certificate shall for any reason cease to be an officer of the Corporation and such certificate shall not then have been delivered by the Corporation, the Board of Directors may nevertheless adopt such certificate and it may then be issued and delivered as though such person had not ceased to be an officer of the Corporation.

4.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefore, and the Board of Directors, may, in its discretion, cause one or more new certificates for the same number of shares in the aggregate to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction, and the deposit of a bond in such form and amount and with such surety as the Board of Directors may require.

4.3 Transfer of Shares. The shares of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner.

4.4 Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or entitled to receive payment for any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

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ARTICLE V

Miscellaneous Provisions

5.1 Fiscal Year. The fiscal year of the Corporation shall end on December 31st of each year, and shall consist of such accounting periods as may be recommended by the Treasurer and approved by the Board of Directors.

5.2 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors. The Company shall also keep at its registered office or principal place of business a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series of the shares being held.

5.3 Checks, Notes and Drafts. Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.

5.4 Amendment of Bylaws. These Bylaws may be amended or altered at any meeting of the Board of Directors by affirmative vote of a majority of the number of Directors fixed by these Bylaws. The shareholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, alter, amend or repeal any Bylaws and to enact Bylaws that, if expressly so provided, may not be amended, altered or repealed by the Board of Directors.

5.5 Voting of Shares Held. Unless otherwise provided by resolution of the Board of Directors, the President shall from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or securities may be held in this Corporation, at meetings of the holders of the shares or other securities of such other corporation, or to consent in writing to any action by any such other corporation, and shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises; or, in lieu of such appointment, the President may attend in person any meetings of the holders of shares or other securities of any such other corporation and there vote or exercise any or all power of this Corporation as the holder of such shares or other securities of such other corporation.

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EX-4.9

Exhibit 4.9

AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

OF

ACCESS DIABETIC SUPPLY, L.L.C.

(Document # L00000002430)

The Articles of Organization of Access Diabetic Supply, L.L.C. (the “Company”) were filed on March 2, 2000. In accordance with Section 608.411, these Amended and Restated Articles of Organization of Access Diabetic Supply, L.L.C. have been duly executed and are being filed to amend and restate in their entirety all prior articles of organization filed on behalf of the Company. The Company’s Amended and Restated Articles of Organization are as follows:

ARTICLE I

The name of this limited liability company shall be: Access Diabetic Supply, L.L.C.

ARTICLE II

The mailing address and the street address of the principal office of the limited liability company shall be 2101 NW 33rd Street, Suite 2000, Pompano Beach, Florida 33069, with the privilege of having its offices and branch offices at other places within or without the State of Florida.

ARTICLE III

The registered office of this limited liability company is 2101 NW 33rd Street, Suite 2000, Pompano Beach, Florida 33069. The registered agent at that address is David A. Wallace.

ARTICLE IV

The Company is authorized to issue 50,000,000 shares of membership interest, which shares shall evidence the interests of the members of the Company, and which shares shall be designated either “Member Shares” or “Units” (which terms may be used interchangeably). The interests of the members of the Company shall be evidenced by the Membership Certificate issued by the Company setting forth the number of Member Shares or Units issued and outstanding in the name of such member.

ARTICLE V

This limited liability company shall be a manager-managed company.

IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Organization this 30^th day of July, 2003.

/s/ David A. Wallace

David A. Wallace, Manager

EX-4.10

Exhibit 4.10

THIRD AMENDED AND RESTATED

OPERATING AGREEMENT

OF

ACCESS DIABETIC SUPPLY, LLC

Dated July 30, 2003

TABLE OF CONTENTS

		Page Number
ARTICLE I	DEFINITIONS	1
ARTICLE II	ORGANIZATION	6
ARTICLE III	MEMBERS	7
ARTICLE IV	BOARD OF MANAGERS	9
ARTICLE V	OFFICERS; EMPLOYEES	12
ARTICLE VI	LIMITATION OF LIABILITY; INDEMNIFICATION	14
ARTICLE VII	DISTRIBUTIONS	15
ARTICLE VIII	NEW ISSUANCES OF UNITS	16
ARTICLE IX	TRANSFERS OF UNITS	18
ARTICLE X	RIGHTS AND COVENANTS OF THE INVESTOR	21
ARTICLE XI	REGISTRATION RIGHTS	26
ARTICLE XII	TAX AND ACCOUNTING MATTERS	27
ARTICLE XIII	TERMINATION OR CONTINUATION	31
ARTICLE XIV	AMENDMENTS	32
ARTICLE XV	MISCELLANEOUS PROVISIONS	32

THIRD AMENDED AND RESTATED

OPERATING AGREEMENT

OF

ACCESS DIABETIC SUPPLY, LLC

THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT of ACCESS DIABETIC SUPPLY, LLC, a Florida limited liability company (the “Company”), (i) is made as of the 30^th day of July, 2003, (the “Effective Date”) by and between its Members, whose names and addresses are set forth on Exhibit A attached hereto, and (ii) replaces in its entirety the Operating Agreement of the Company dated March 4, 2000, the Amended and Restated Operating Agreement of the Company dated February 5, 2002, and the Second Amended and Restated Operating Agreement of the Company dated March 1, 2002.

In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by all parties, the parties agree that, as of the Effective Date, the respective rights, duties and obligations of the Company’s Members will be as provided In the Act (defined below), except as otherwise provided as follows:

ARTICLE I

DEFINITIONS

The following terms used in this Agreement shall (unless otherwise expressly provided herein or unless the context otherwise requires) have the following respective meanings:

1.1 Act means the Florida Limited Liability Company Act, as set forth in Chapter 608 of the Florida Statutes, as it may be amended or superseded from time to time.

1.2 Affiliate means any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or under common control with, the Person specified. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or the policies of a Person, whether through the ownership of at least fifty percent (50%) of the voting securities of such Person, by contract or otherwise, including the ability to appoint a general partner or member of the board of directors or board of managers or other similar governing body of such Person.

1.3 Aggregate Sale Consideration means any and all gross proceeds payable to the Company or its Members and employees in connection with a Liquidation Event, including, without limitation, cash purchase price, equity payments or exchanges, lease payments (other than real property lease payments at fair market value), earn-out payments, non-competition payments or compensation payable pursuant to any consultant or sale of goodwill agreement(s); provided, however, that “Aggregate Sale Consideration” shall not include reasonable payments to employees for bona fide employment services rendered in connection with a written employment agreement.

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1.4 Agreement means this Third Amended and Restated Operating Agreement, as originally executed as of the Effective Date and as amended from time to time, as the context requires.

1.5 Assumed Income Tax Rate means the highest effective marginal combined federal, state and local income tax rate for a fiscal year prescribed for any individual or corporation resident in Palm Beach, Florida (taking into account the character of income and the deductibility of state and local income taxes for federal income tax purposes).

1.6 Bankruptcy means the entry of an order for relief with respect to a Member in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time.

1.7 Board or Board of Managers means the governing body of the Company, composed of the Managers.

1.8 Business means the ownership, management and operations incident to carrying out the Purposes of the Company set forth in Article II, and all activities related or incidental thereto.

1.9 Capital Account means, as of any date, the capital account maintained for each Member in accordance with the provisions of Article XII hereof

1.10 Capital Contribution means the amount of money and/or the agreed upon fair market value of property contributed to the Company by a Member or his predecessor in interest on the date of contribution net of liabilities secured by that contributed property that the Company is considered to assume or to be subject to under Section 752 of the Code.

1.11 Cash Available for Distribution means all monies available for distribution to the Members, as determined from time to time by the Board of Managers, after the Company has paid, or made due provision by providing reserves with respect to, all reasonable capital needs and all liabilities to creditors of the Company for operating expenses, contingent liabilities and debt payments (whether such monies arise from operations, refinancings or a sale of all or any portion of the Property). Notwithstanding the foregoing, so long as the Company is able to pay its debts as they become due, the Board of Managers shall distribute to the Members the distributions set forth in Section 7.1.1 hereof in connection with the Members’ allocation of taxable income.

1.12 Code means the 1986 Internal Revenue Code, as amended from time to time.

1.13 Company means Access Diabetic Supply, LLC, a Florida limited liability company.

1.14 Company Option means the option which the Company will have to repurchase Investor’s Units upon the occurrence of a default by Investor as set forth in Section 9.3.

1.15 Confidential Information means all business plans, advertising plans, advertising contracts, advertising materials, marketing plans and strategies, financial data, business

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arrangements, investment strategies, information regarding ownership of tangible or intangible property, existing and prospective customer lists and information of the Company or any parent or, Subsidiary of the Company, or relating to any business in which the Company or any parent or Subsidiary is engaged; all software (source code and object code), and all improvements and enhancements thereto, owned or developed by the Company or any parent or Subsidiary, or any employee, contractor, consultant, agent or licensee of any of the foregoing; all products, services, systems, technology, designs, devices, processes, plans, ideas, innovations, knowledge, know-how, diagrams, directions, specifications, models, formulae, discoveries, developments, modifications and data and other information relating to the Company or any parent or Subsidiary of the Company, or to any business in which the Company or any parent or Subsidiary is engaged; all information supplied by or concerning the Company, or any parent or Subsidiary of the Company, or any client or customer of any of the foregoing; and all trade secrets and confidential information belonging to the Company or any parent or Subsidiary of the Company; provided, however, that Confidential Information shall not include any of the foregoing that is generally known or otherwise in the public domain (other than as a result of a breach of an obligation to maintain the confidentiality of such information).

1.16 Convertible Securities means any rights or options for the purchase of, or other securities convertible or exchangeable (with or without consideration) into, Units.

1.17 Disposition means the sale, assignment, transfer, exchange, bequest, gift, pledge, encumbrance or other disposition of any ownership interests in any manner, whether voluntary or involuntary, or by operation of law (such as upon death or Bankruptcy or in connection with a decree of divorce) or otherwise.

1.18 Effective Date has the meaning set forth in the introductory paragraph.

1.19 Effective Price has the meaning set forth in Section 8.2.2 hereof.

1.20 Event of Noncompliance has the meaning set forth in Section 10.3 hereof.

1.21 Founding Managers means David A. Wallace and Timothy L. Stocksdale.

1.22 Founding Member means GLA, LLC, a Florida limited liability company.

1.23 Fully Diluted Basis means the total number of outstanding Units of the Company obtained by assuming (i) the conversion or exchange of all Convertible Securities, and (ii) the exercise of all options to purchase or rights to subscribe for Units or securities which, by their terms, are convertible or exchangeable into Units.

1.24 Gain from Sale means any gain resulting from the sale or other disposition of the assets of the Company not in the ordinary course of the Company’s business.

1.25 Indebtedness means any obligation of the Company or any Subsidiary, contingent or otherwise, which under generally accepted accounting principles is required to be shown on the balance sheet of the Company or such Subsidiary as a liability. Any obligation secured by a lien on, or payable out of the proceeds of or production from, Property of the Company or any

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Subsidiary will be deemed to be Indebtedness even though such obligation is not assumed by the Company or Subsidiary.

1.26 Investment means the $3,500,000 purchase price deemed paid by the Investor for the Investor Units.

1.27 Investor means Palm Beach Capital Fund I, L.P., a Delaware limited partnership, and any successor in interest to the Investor through a Disposition of the Investor Units. If any Disposition includes less than all of the Investor Units, or the Units are distributed to multiple parties, then for purposes of this Agreement the Investor shall mean all holders of the Investor Units, collectively, who shall be bound by the vote of Members holding a majority of the Investor Units for purposes of exercising any and all rights accorded to, and fulfilling the obligations of, the Investor under this Agreement.

1.28 Investor Loan mean that certain $500,000 line of credit which Investor will make available to the Company.

1.29 Investor Units means the Units held by the Investor or its successors or assigns.

1.30 Liquidation Closing has the meaning set forth in Section 10.1.2 hereof.

1.31 Liquidation Event means one or a series of related transactions, events or occurrences resulting in (i) the liquidation, dissolution or winding up of the Company; (ii) the sale, lease, exchange or other transfer of all or substantially all of the assets or outstanding Units of the Company; or (iii) any merger, consolidation, reorganization, master lease, or other business transfer or combination of the Company, where the Members of the Company prior to such transaction are not in control (as such term is used in Section 1.2 hereof) of the surviving entity.

1.32 Liquidation Payment has the meaning set forth in Section 10.1 hereof.

1.33 Liquidity Preference has the meaning set forth in Section 9.2.2 hereof.

1.34 Loss From Sale means any loss resulting from the sale or other disposition of the assets of the Company not in the ordinary course of the Company’s business.

1.35 Managers means the Persons serving as managers on the Company’s Board of Managers from time to time.

1.36 Members means the Persons whose names are set forth on Exhibit A in each such Person’s capacity as a Member of the Company, and any Person admitted as a new Member or a substituted Member under this Agreement.

1.37 Minimum Gain means, as of any date, the amount determined under the Code Section 704(b) Regulations by computing with respect to each nonrecourse liability of the Company, the amount of gain (of whatever character), if any, that would be realized by the Company if it disposed of the Company assets subject to that liability for no consideration other

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than full satisfaction of the liability and by then aggregating the separately computed minimum gains.

1.38 Modified Negative Capital Account means the deficit balance of a Capital Account in excess of the portion of the deficit the Member is deemed obligated to restore pursuant to the Code Section 704(b) Regulations; provided, however such “deemed” obligation shall not be interpreted to mean that there is any deficit capital account restoration obligation under the provisions of this Agreement.

1.39 Net Income or Net Loss means the taxable income or loss, as the case may be, for a period as determined in accordance with Code Section 703(a) computed with the following adjustments: (a) Items of gain, loss, and deduction shall be computed based upon the book values of the Company’s assets (in accordance with Treasury Regulations Sections 1.704-l(b)(2)(iv)(g) and 1.704-3(d)) rather than upon the assets’ adjusted bases for federal income tax purposes; (b) Any tax-exempt income received by the Company shall be included as an item of gross income; (c) The amount of any adjustments to the book values of any assets of the Company pursuant to Code Section 743 shall not be taken into account; (d) Any expenditure of the Company described in Code Section 705(a)(2)(B) (including any expenditures treated as being described in Section 705(a)(2)(B) pursuant to Treasury Regulations under Code Section 704(b)) shall be treated as a deductible expense; (e) The amount of gross income and nonrecourse deductions specially allocated to any Members in accordance with the terms of this Agreement shall not be included in the computation; and (f) The amount of any increase (decrease) in the book value of an asset pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be treated as an item of revenue (expense).

1.40 Percentage Interest means with respect to any Member’s Units, the number of Units held by such Member divided by all Units then outstanding.

1.41 Permitted Disposition means any Disposition of Units, and with respect to the Founding Member any Disposition of ownership interests in such entity, to a Member, a Founding Manager, the spouse of a Member or Founding Manager, an ancestor or descendant of a Member or Founding Manager, the spouse of an ancestor or descendant of a Member or Founding Manager, the personal representative of a Member’s or Founding Manager’s estate or the legatees or beneficiaries thereof, a trust established primarily for the benefit of any such individuals or a foundation or other organization exempt from tax as described in Section 501(c)(3) of the Code. In addition, with respect to a Member that is an entity, a Permitted Disposition shall include a disposition of Units by the entity to the owners of the equity interests in the entity. The foregoing notwithstanding, any such Permitted Dispositions shall be invalid, null and void ab initio unless and until the requirements of Section 9.1.3 hereof have been satisfied.

1.42 Person means an individual, proprietorship, trust, estate, personal representative, partnership, joint venture, association, limited liability company, corporation, or other entity.

1.43 Principal Owner means collectively all Members of the Company other than the Investor as of the Effective Date and any successor in interest to Units held by them.

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1.44 Property means the assets, including all personal and real property, owned by the Company.

1.45 Proposed Transfer shall have the meaning set forth in Section 9.1.5.

1.46 Proposed Transferee shall have the meaning set forth in Section 9.1.5.

1.47 Purchase Agreement means the Unit Purchase and Subscription Agreement, dated as of July 30, 2003 by and among the Investor, the Company, the Founding Managers, and the Principal Owners.

1.48 Purchase Price means the per Unit purchase price paid for the Investor Units, equal to the Investment divided by the original number of Investor Units.

1.49 Regulations means the Federal income tax regulations (final or temporary) issued under the Code, as amended from time to time.

1.50 SEC means the Securities and Exchange Commission.

1.51 Securities Act means the Securities Act of 1933, as amended.

1.52 Subsidiary means any corporation, partnership, limited liability company, joint venture, association or other business entity at least fifty percent (50%) of the outstanding voting stock or voting interests of which is at the time owned directly or indirectly by the Company or by one or more of such Subsidiary entities or both.

1.53 Third Anniversary means the third anniversary of the Effective Date.

1.54 Unit(s) means the indicia of a Member’s ownership of membership interests in the Company as set forth on Exhibit A hereto. Units may be expressed in whole or fractions. The term “Member Shares” as described in the Company’s Articles of Organization, as amended, may be used interchangeably with the term “Units.”

ARTICLE II

ORGANIZATION

2.1 Name. The name of the Company is Access Diabetic Supply, LLC. The business of the Company may be conducted under such trade or fictitious names as the Board of Managers may determine.

2.2 Formation. The Company was organized pursuant to the Act by Articles of Organization (“Articles of Organization”) filed with the Florida Department of State and effective on March 2, 2000.

2.3 Office of the Company. The principal place of business of the Company and the specified office of the Company at which shall be kept the records required to be maintained by

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the Company under the Act shall be 2101 NW 33^rd Street, Suite 2000, Pompano Beach, Florida 33069, or such other place or places as the Board of Managers shall deem advisable.

2.4 Registered Agent. The Company’s registered agent and registered office for service of process shall be, respectively, David A. Wallace, or such other qualified Person as the Members may designate, and 2101 NW 33^rd Street, Suite 2000, Pompano Beach, Florida 33069.

2.5 Purposes. The purpose of the Company shall be to engage in the sale and distribution of healthcare supplies and medications to end-users or in any other lawful business.

2.6 Investment. The Members other than the Investor ratify the Investment and purchase of the Investor Units by the Investor, as more particularly described in the Purchase Agreement, and further ratify the specific terms and conditions of the Purchase Agreement and the preferences and special rights accorded to the Investor herein. The Members ratify the preparation of this Agreement by Kaufman & Canoles, P.C. in connection with its representation solely of the Investor in connection with the Investment.

ARTICLE III

MEMBERS

3.1 Members, Units and Percentage Interests. The names, Units, and Percentage Interests of the Members as of the Effective Date are as set forth on Exhibit A attached hereto, which may be updated from time to time by the Board, without further action by the Members, to reflect changes in the information thereon that are not in violation of the terms of this Agreement or the Act.

3.2 Capital Contribution. On and as of the Effective Date, each Member shall contribute or be deemed to have contributed as a Capital Contribution to the Company the amount set forth opposite such Member’s name on Exhibit A attached hereto.

3.3 Meetings of Members. Members shall decide issues submitted to their vote at meetings of Members at which a quorum is present. Meetings of the Members shall be held on call of (i) the Chief Executive Officer, (ii) the Board of Managers, (iii) the Manager designated by the Investor, or (iv) a Founding Manager. Members may participate in a meeting and be deemed present for all purposes if such meeting makes use of any means of communication by which all such Members participating may simultaneously hear each other during the meeting. A quorum at any such meeting shall exist if (i) the Investor and (ii) Members holding a majority of the outstanding Units (other than the Investor Units) are present or voting by proxy, power of attorney or written instruction. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned from time to time by vote of a majority of the Units in attendance, without notice other than by announcement at the meeting until a quorum shall attend. Once a Unit is represented for any purpose at a meeting of Members, it shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is, or shall be, set for that adjourned meeting. Notwithstanding anything to the contrary contained in this Agreement, for purposes of consenting to (or dissenting against) or voting upon any and all matters which shall

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require a vote of the Members, the Members other than the Investor irrevocably designate the Founding Member (or any individual(s) designated by the Founding Member) to act on their behalf with respect to such matters. The Founding Member hereby designates either Timothy L. Stocksdale or David Wallace, acting alone and without the consent of the other, to act on its behalf and on behalf of any of the Members other than Investor with regard to such matters, and notwithstanding anything to the contrary in this Agreement, the Investor need only deal with such individuals for all matters pertaining to the rights of the other Members under this Agreement, including, without limitation, providing any notices required under this Agreement.

3.4 Notice of Member Meetings/Waiver.

3.4.1 Notice. The record date fixed for determining the Members entitled to notice of or to vote at a Members’ meeting shall be the date, not more than seventy (70) days prior to such meeting, fixed by the Board of Managers as the date on which the transfer books of the Company are to be closed. Written notice stating the place, day and hour of every meeting of the Members shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each Member entitled to vote at such meetings in accordance with the notice provisions of Section 15.9 hereof. The notice need not state the purpose of the meeting unless the meeting is to consider a matter described in Section 3.6.

3.4.2 Waiver. Meetings may be held at any time without notice if all of the Members are present, or those not present waive notice as provided below. A Member may waive any notice required hereunder for a meeting before or after the date and time of such meeting that is the subject of such notice. The waiver shall be in writing, signed by the Member entitled to the notice, and be delivered to the Secretary of the Company for inclusion in the minutes or filing with the Company’s records. A Member’s attendance at a meeting: (a) waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waives objection to consideration of a particular matter at the meeting that is required to be but is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.

3.5 Voting by Members.

3.5.1 Voting. Each Member shall have one vote for each Unit (a fractional Unit shall have a corresponding fractional vote) then held by him. If a quorum is present at a meeting of the Members, action on a matter shall be approved if Members representing at least a majority of Units vote in favor of the action, unless a greater vote is required by this Agreement or by law. Each outstanding Unit which is entitled to be voted may be voted in person or by general or specific proxy, power of attorney or specific instructions in writing directed to a Member present. Every proxy shall be in writing, dated and signed by the Member entitled to vote or his duly authorized attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or any other officer or agent authorized to tabulate votes at the time of the meeting. No proxy shall be valid after eleven (11) months from its date, unless otherwise expressly provided in the proxy. No Member entitled to vote shall be disqualified from voting on any issue notwithstanding any interest he may have in such matters which differs from the interests of the Company or of the other Members.

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3.5.2 Written Consents. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if the action is taken by all Members. Such action without meeting shall be evidenced by one or more written consents to be filed with the Company’s records. Action taken under this Section 3.5.2 is effective when the last consenting Member signs the consent unless such consent specifies a different effective date, in which event the action taken is effective as of the date specified therein.

3.6 Approval of Extraordinary Matters. Notwithstanding any provision to the contrary in this Agreement, the affirmative vote of (i) the Investor, and (ii) Members other than the Investor holding a majority of the remaining Units, shall be necessary to amend or modify this Agreement or the Articles of Organization of the Company (exclusive of any amendment expressly permitted hereunder to allow the Board or officers to change Exhibit A to reflect changes in the information thereon).

3.7 Guaranty of Company Indebtedness. A Member shall not be obligated to guarantee Company Indebtedness or other contractual obligations.

3.8 No Third Party Beneficiaries. The provisions of this Agreement relating to the financial obligations of Members (including but not limited to this Article III) are not intended to be for the benefit of any creditor or other Person (except for Members) to whom any debts, liabilities or obligations are owed by (or who otherwise has any claim against) the Company or any of the Members; and, except for Members, no creditor or other person shall obtain any right under any of such provisions or shall by reason of any of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or any of the Members.

3.9 Outside Interests of Investor. The Members and the Investor acknowledge and agree that, subject only to the provisions of Section 10.7 hereof, the Investor may invest in and/or possess an interest in other business ventures, independently or with others, and neither the Company nor any other Members shall have any right by virtue of this Agreement in or to any such investment or interest of the Investor or to any income or profits derived therefrom.

ARTICLE IV

BOARD OF MANAGERS

4.1 Power and Authority of the Board of Managers. Except as otherwise expressly limited by Sections 3.6, 10.2 or any other provisions of this Agreement, the Board of Managers (i) shall have ultimate management authority over the Company’s business and affairs and (ii) may from time to time delegate to the Chief Executive Officer and other officers the right, power and authority on behalf of the Company, and in its name, to exercise all of the rights, powers and authorities of the Company under the Act and consistent with such policies.

4.2 Number of Managers. The Board of Managers shall initially consist of three (3) Managers. The number of Managers may be increased or decreased from time to time, without amendment to this Agreement, only by vote of the Members in accordance with Section 10.2.5 hereof or pursuant to Section 9.2.4.

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4.3 Appointment/Removal of Managers. One (1) of the Managers shall be appointed from time to time by the Investor, acting in its sole discretion. The remaining Managers shall be appointed by Founding Member. As of the Effective Date, the Manager appointed by the Investor shall be Shaun L. McGruder and the other Managers, as appointed by the Founding Member, shall be David A. Wallace and Timothy L. Stocksdale. The term of a Manager shall continue until (i) his successor is duly appointed in accordance with the terms hereof and/or he is removed by the affirmative vote of Members initially appointing such Manager (it being understood that only the Investor shall have the right to remove the Manager designated by it and only the Founding Member shall have the right to remove the other Managers), (ii) he is removed by operation of law, (iii) he is removed by an order or decree of any court of competent jurisdiction, or (iv) his voluntary resignation. Managers may be appointed or removed in accordance with the above either at a meeting of the Members or by a notice sent to the other Members and the Company, which notice shall specify the effective date for any such action.

4.4 Meetings of Managers. Meetings of the Board of Managers shall be called at places within or without the State of Florida and at times fixed by resolution of the Board, or upon call of (i) the Chairman of the Board or (ii) a Founding Manager, or (iii) the Manager designated by the Investor. Members of the Board of Managers may participate in a meeting of the Board by, and the Board may conduct meetings through the use of, any means of communication whereby all persons participating in the meeting can simultaneously hear each other, and participation at such meetings shall constitute presence in person at such meeting. A written record shall be made of any action taken at a meeting conducted by such means of communication.

4.5 Notice of Manager Meeting/Waiver.

4.5.1 Notice. The Secretary of the Board, if any, or any Manager performing a secretary’s duties or any Manager that calls a meeting of the Board of Managers pursuant to Section 4.4 hereof shall give not less than 24 hours’ notice in person, by telephone or otherwise with respect to such meeting in accordance with Section 15.9 hereof, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Board. Oral notice is effective when communicated in a comprehensible manner. Notice of meetings of the Board of Managers need not state the purpose of the meeting.

4.5.2 Waiver. Meetings may be held at any time without notice if all the Managers are present, or those not present waive notice as provided herein. A Manager may waive any notice required by this Agreement before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided in the next sentence hereof, the waiver shall be in writing, signed by the Manager entitled to the notice, and filed with the Company’s records. A Manager’s attendance at or participation in a meeting waives any required notice to him of the meeting unless the Manager at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or consent to action taken at the meeting.

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4.6 Voting by Managers.

4.6.1 Voting. Each Manager shall have one vote on each matter coming before the Board of Managers. A quorum for the transaction of any particular business at a meeting of Managers shall exist if (i) the Manager appointed by the Investor and (ii) a Manager appointed by Members other than the Investor are present. Except as otherwise required below, action of the Board of Managers shall be by majority vote of the Managers present at a meeting for which a quorum exists. Notwithstanding the above, the following Company actions will require the affirmative vote of (i) the Manager appointed by the Investor, and (ii) a majority of the other Managers:

4.6.1.1 Transactions with Manager or Member and Affiliates. The appointment, employment, or any other agreement with any Persons, including a Manager or Member and Affiliates of a Manager or Member, or individuals with whom a Manager or Member is related, that have a financial interest in a Manager or Member or in which a Manager or Member has a financial interest, for transacting the Company’s business. Notwithstanding the foregoing, the Members and the Managers hereby acknowledge and agree that the Company’s agreements set forth on Schedule 4.6.1.1 with Affiliates of the Founding Managers are hereby approved; provided, however, the payments and other terms under these agreements shall at no time materially exceed that prevailing in arm’s length transactions by others rendering similar services or goods in comparable transactions and provided further that any material changes to the terms of any such agreements shall require Board of Managers approval pursuant to this subsection.

4.6.1.2 Amendments to Employment Agreements. Approving the entry into or modification or amendment of any employment agreement to which the Company is a party.

4.6.1.3 Valuation Determinations. Approving the valuation determinations (i) required of the Board pursuant to Section 8.2.2 hereof in connection with the Investor’s anti-dilution protections, and (ii) in connection with any Capital Account revaluations required pursuant to Article XII.

4.6.1.4 Litigation. Commencing, prosecuting, defending or settling litigation or threatened litigation, other than any litigation or threatened litigation in which (i) the Investor is an adverse party, or (ii) the amount in controversy is less than $75,000.

4.6.2 Approval of Action. A Manager who is present at a meeting of the Board of Managers when Company action is taken is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding such meeting or transacting specified business at the meeting; or (b) he votes against, or abstains from, the action taken. The Secretary or other Manager performing the secretary’s duties shall maintain accurate records of all votes of the Board of Managers.

4.6.3 Written Consents. Any action which may be taken at a meeting of the Board of Managers may be taken without a meeting if one or more consents in writing, setting forth the actions that are taken, are signed either before or after such action by all of the

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Managers and delivered to the Secretary of the Board or other Manager performing such duties for inclusion in the Company’s records. Such actions shall be effective when the last Manager signs the consent, unless the consent specifies a different effective date, in which case the action taken shall be effective on the date specified therein. Any such consent shall have the same force and effect as a unanimous vote of the Managers.

4.7 Committees. The Board of Managers shall have no committees.

4.8 Board of Managers Positions. Without limiting the Board’s authority as set forth in Article V to appoint officers of the Company to perform such duties, the Board of Managers may elect from the Managers a Chairman of the Board, Vice-Chairman of the Board, Secretary of the Board or any other position to administer the functions of the Board in accordance with duties assigned to such officers by the Board. David A. Wallace shall serve as the initial Chairman of the Board, and Timothy L. Stocksdale shall serve as the initial Vice Chairman of the Board and Secretary of the Board,

4.9 Third Party Reliance. Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Managers, subject only to the express limitations set forth in this Agreement or by law.

4.10 No Duty to Consult. Except as otherwise provided herein, the Managers shall have no duty or obligation to consult with or seek the advice of the Members in connection with the conduct of the business of the Company.

4.11 Duties of the Managers. The Managers will devote such time, effort and skill in the management of the Company’s business affairs as each deems necessary and proper for the Company’s welfare and success. Each Manager shall discharge his duties as a Manager in accordance with the standards of conduct set forth in Section 608.4225 of the Act. Subject to any restrictions contained in a Manager’s employment or noncompetition agreement with the Company or the provisions of this Agreement, if any, a Manager may engage in and/or possess an interest in other business ventures of any nature or description, independently or with others, so long as such business ventures are not in competition with the Company, and neither the Company nor its Members will have any right by virtue of this Agreement in or to any independent venture of any of the Managers or any income or profits derived therefrom. Notwithstanding the foregoing, the Founding Managers may continue to engage in the businesses described on Schedule 4.11, or in any other business venture approved in writing by the Manager appointed by the Investor, so long as the Founding Managers are able to fulfill their respective duties as set forth in their Employment Agreements (as such term is defined in the Purchase Agreement).

ARTICLE V

OFFICERS; EMPLOYEES

5.1 Appointment. The Board may appoint from among themselves or the Members, or Persons who are not Members, a Chief Executive Officer, to run the day-to-day operations of the Company. The Chief Executive Officer may hire (A) subject to Board approval, a Vice

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President, a Secretary, a Chief Financial Officer, or any other officers, and (B) such other employees, as he deems necessary to run the Company. Any person may hold two or more offices. The officers of the Company shall have such authority to perform such duties in the management of the Company as are set forth below or otherwise delegated to them by the Chief Executive Officer (or as may be provided in any employment agreements to which the Company and such officers are parties or as delegated from time to time by resolution of the Board of Managers, in each case to the extent not inconsistent with this Agreement). The appointment of an officer shall not of itself create any contract rights in favor of the officer. Subject to Section 5.2 below regarding the removal of officers, the Chief Executive Officer may summarily remove or terminate with or without cause and at any time any employee (except to the extent the right of removal or termination is limited by the express terms of any employment agreements that may be entered into from time to time with the Company). David A. Wallace is hereby appointed the Chief Executive Officer of the Company.

5.2 Removal of Officers; Vacancies. All officers shall hold office until their successors are appointed unless sooner removed from office as provided below or there is a resignation. Subject to the terms of any employment agreement to which the Company and any officer of the Company are parties, (i) any officer of the Company other than the Chief Executive Officer may be removed summarily with or without cause, at any time, by the Chief Executive Officer or the Board of Managers, and (ii) the Chief Executive Officer may be removed summarily with or without cause, at any time, by the Board of Managers. Vacancies of offices other than the office of the Chief Executive Officer shall be filled by the Chief Executive Officer and approved by the Board of Managers.

5.3 Duties of the Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Company and shall be primarily responsible for implementation of the policies of the Board of Managers. He shall have responsibility for the general management and direction of the business and operation of the Company and its several divisions, subject only to the ultimate authority of the Board of Managers. Unless otherwise directed by a majority vote of the Board of Managers, the Chief Executive Officer shall preside over all Company meetings. Except as prohibited by the Board, he may sign and execute in the name of the Company deeds, mortgages, bonds, contracts or other instruments. In addition, he shall perform all duties incident to the office of the Chief Executive Officer and such other duties as from time to time may be assigned to him by the Board of Managers. Without limiting the generality of the foregoing, and except as otherwise specifically provided in this Agreement, the Chief Executive Officer shall have the full power and authority in the name and on behalf of the Company:

5.3.1 To hire, retain and dismiss employees, consultants and professional advisors and to decide the terms and conditions of their employment or engagement;

5.3.2 To determine the administrative and office policies and procedures of the Company; and

5.3.3 To manage the business and affairs of the Company.

5.4 Duties of the Vice President. Each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him by the Chief Executive Officer. Any

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Vice President may, when authorized by the Chief Executive Officer, sign and execute in the name of the Company, deeds, mortgages, bonds, contracts or other instruments, except for the signing and execution of such documents as shall be expressly delegated by the Chief Executive Officer to some other officer or agent of the Company, or as otherwise required by law.

5.5 Duties of the Chief Financial Officer. The Chief Financial Officer (“CFO”), if any, shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Company, and shall deposit all monies and securities of the Company in such banks and depositories as shall be approved by the Board of Managers. He shall be responsible (a) for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (b) for the preparation of appropriate operating budgets and financial statements; (c) for the preparation and filing of all tax returns which are required by law; and (d) for the performance of all duties incident to the office of CFO and such other duties as from time to time may be assigned to him by the Chief Executive Officer. The CFO may sign and execute in the name of the Company deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Chief Executive Officer to some other officer or agent of the Company or as otherwise required by law.

5.6 Duties of the Secretary. The Secretary, if requested to do so, shall act as secretary of all meetings of the Board of Managers and the Members of the Company. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices that are required to be given by the Company are duly given and served; shall have custody of all deeds, leases, contracts and other important Company documents; shall have charge of the books, records, and papers of the Company relating to its organization and management as a limited liability company; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed; shall maintain a record of the names and addresses of the Members of the Company in the membership transfer book of the Company; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chief Executive Officer.

5.7 Compensation. Without limiting anything in, and subject to, Section 4.6.1 hereof, the Board of Managers shall have the authority to approve the compensation of all officers of the Company, including, without limitation, the compensation of any officer who is also a Manager.

ARTICLE VI

LIMITATION OF LIABILITY; INDEMNIFICATION

6.1 Limitation of Liability of Members, Managers and Officers. The Members hereby acknowledge and agree that the liability of the Managers, Members and officers shall be limited or eliminated to the maximum extent permissible under, and in accordance with, Sections 608.4227 and 608.4228 of the Act and any other applicable law.

6.2 Indemnification. The Company shall indemnify any Person who was or is a party to any proceeding, including a proceeding brought by a Member in the right of the Company or brought by or on behalf of the Members of the Company, by reason of the fact that such Person

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is or was a Member or Manager (or officer) of the Company, or is or was serving at the request of the Company as a manager, director, trustee, officer, or partner of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability and reasonable expenses (including reasonable attorneys’ fees) incurred by such Person in connection with such proceeding unless he has engaged in willful misconduct or a knowing violation of the criminal law or any other act or omission for which such person would not be entitled to indemnification under Section 608.4229 of the Act. No amendment or repeal of this Section 6.2 shall have any effect on the rights provided herein with respect to any act or omission occurring prior to such amendment or repeal. If the Board of Managers determines that the facts then known do not preclude indemnification, the Company may advance or promptly reimburse the reasonable expenses incurred by an eligible applicant who is a party to a proceeding in advance of final disposition of the proceeding if the applicant furnishes the Company:

6.2.1 a written statement of his good faith belief that he has met the standard of conduct described in this Section 6.2; and

6.2.2 a written undertaking, executed personally or on his behalf, to repay the advance if there is a final adjudication that he did not meet such standard of conduct.

ARTICLE VII

DISTRIBUTIONS

7.1 Cash Available for Distribution. Subject to Section 10.1 hereof, Cash Available for Distribution shall be distributed among the Members as follows:

7.1.1 Except in the case of distributions upon a Liquidation Event, within 60 days after the last day of the Company’s fiscal year, the Company shall distribute to each Member an amount equal to the difference between (i) the Assumed Income Tax Rate multiplied by the net amount of Net Income, Net Loss, Gain From Sale and Loss From Sale allocated to each Member for the preceding fiscal year and (ii) the distributions received by each Member during such fiscal year or otherwise distributable to such Member pursuant to either of Sections 7.1.2 or 7.1.3 before the end of such 60 day period.

7.1.2 Except in the case of distributions upon a Liquidation Event, to the Members in such amounts as are necessary to cause the cumulative distributions paid to them pursuant to Section 7.1.1 and this Section 7.1.2 to be in proportion to their respective Percentage Interests.

7.1.3 Once approved pursuant to Section 10.2.14, the balance, if any, to all Members in accordance with their respective Percentage Interests.

For purposes of this Agreement, any compensation paid by the Company to any (i) Founding Manager or its Affiliates, regardless of form, in excess of the compensation expressly set forth in the Employment Agreements (as such term is defined in the Purchase Agreement), or (ii) Principal Owner or its Affiliates other than pursuant to an arms length transaction approved in accordance with Section 10.2.14 hereof, shall be deemed a distribution made pursuant to

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Section 7.1.3 above and shall entitle the Investor to a pro rata payment by the Company in accordance with such Section.

ARTICLE VIII

NEW ISSUANCES OF UNITS

8.1 New Issuances.

8.1.1 Generally. Subject to Section 8.3 and 10.2.2, a new Member may be admitted to membership in the Company through the issuance by the Company of a specified number of Units directly to such new Member as authorized by the Board of Managers, upon its good faith determination that the consideration to be received for the Units is adequate. Units may be issued in return for the new Member’s contribution of cash, property, services rendered or a promissory note or other binding obligations to contribute cash or property or to perform services. If the services are not performed, the benefits are not received or the note is not paid, the Units otherwise to be issued may be canceled in whole or in part. The admission of a new Member to the Company shall be evidenced by a writing signed by an officer authorized by the Board of Managers and the new Member, and such writing shall set forth (i) the Units and Percentage Interest to be held by such new Member and (ii) the new Member’s agreement to be bound by, and to take his Units subject to, the terms and conditions of this Agreement as same applies to the Members and their respective Units.

8.1.2 Existing Members. With regard to any new issuance in accordance with Section 8.1.1 above, an existing Member may subscribe for additional Units, and the Company may issue to such existing Member additional Units, in the same manner and subject to the same terms and conditions, as prescribed for the issuance of Units to new Members in Section 8.1.1.

8.2 Anti-Dilution of the Investor Units. Notwithstanding any other rights the Investor may have under this Agreement, including, without limitation, its participation rights pursuant to Section 8.3 below, the Investor shall have the following specific rights:

8.2.1 Issuance of Units Below the Purchase Price. If at any time or from time to time after the Effective Date, the Company issues or sells, or is deemed by the express provisions of this Section 8.2 to have issued or sold additional Units, other than to the Investor, for an Effective Price (as defined below) less than the Purchase Price, then in connection with any such sale or issuance the Investor shall also be issued that number of additional Units determined by subtracting (x) the Investor Units from (y) the product obtained by multiplying the Investor Units by a fraction (xx) the numerator of which is the number of Units outstanding immediately prior to such transaction plus the number of Units issued pursuant to such transaction and (yy) the denominator of which shall be the number of Units outstanding immediately prior to such transaction plus the number of Units that the aggregate consideration received by the Company pursuant to the transaction would have purchased at the Purchase Price.

8.2.2 Determination of Effective Price. For the purpose of making any adjustment required under this Section 8.2, (i) the consideration received by the Company for

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any issue or sale of securities will (a) to the extent it consists of cash be computed at the net amount of cash received by the Company after deduction of any expenses payable by the Company and any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issue or sale; (b) to the extent it consists of property other than cash, be computed at the fair value of that property as reasonably determined in good faith by the Board; and (c) if additional Units, Convertible Securities or rights or options to purchase either additional Units or Convertible Securities are issued or sold together with other stock or securities or other assets of the Company for a consideration that covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board in accordance with Section 4.6.1.3 hereof to be allocable to such additional Units, or Convertible Securities, and (ii) “Effective Price” means the aggregate consideration received by the Company for the Units as determined by (b) above divided by the number of Units issued or sold in connection with such transaction (without regard to the Units issuable to the Investor as a result thereof).

8.2.3 Inapplicability of Rights. The rights established by this Section 8.2 shall have no application to any Units (i) issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved in accordance with this Agreement, (ii) issued pursuant to any equipment leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board of Managers in accordance with this Agreement, (iii) issued by the Company pursuant to a registration statement filed under the Securities Act; or (iv) issued in connection with strategic transactions involving the Company and other entities, including (a) joint ventures, manufacturing, marketing or distribution arrangements or (b) technology transfer or development arrangements; provided that any such transactions and the issuance of Units pursuant thereto have been approved by the Board of Managers and the Investor in accordance with Section 10.2 of this Agreement.

8.3 Investor Participation Rights.

8.3.1 Generally. The Investor shall have a participation right to acquire proportional amounts of newly issued Units up to its Percentage Interest upon the decision of the Board of Managers to issue new Units.

8.3.2 Limitation Upon Waiver. Subject to, and without limiting the Investor’s rights under, Sections 8.2 and 10.2.2, Units subject to participation rights that are not acquired by the Investor may be issued to any Person for a period of thirty (30) days after being offered in writing to the Investor at a consideration set by the Board of Managers that is not lower than the consideration set for the exercise of participation rights. An offer at a lower consideration or after the expiration of thirty (30) days is subject to the Investor’s participation rights specified in Section 8.3.1.

8.3.3 Termination of Participation Rights. The participation rights established by this Section 8.3 shall not apply to, and shall terminate upon the effective date of a registration statement pertaining to, an initial public offering of the Company’s securities.

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8.3.4 Inapplicability of Rights. The participation rights established by this Section 8.3 shall have no application to any Units (i) issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination approved in accordance with this Agreement, (ii) issued in connection with any transaction referred to in, or contemplated by, Section 8.2 hereof, (iii) issued pursuant to any equipment leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution approved by the Board of Managers in accordance with this Agreement, (iv) issued by the Company pursuant to a registration statement filed under the Securities Act; or (v) issued in connection with strategic transactions involving the Company and other entities, including (a) joint ventures, manufacturing, marketing or distribution arrangements or (b) technology transfer or development arrangements; provided that any such transactions and the issuance of Units pursuant thereto have been approved by the Board of Managers and the Investor in accordance with Section 10.2 of this Agreement.

8.4 Employee Benefit Plans. Notwithstanding anything to the contrary in this Article 8, none of the restrictions or rights set forth in this Article 8 shall be applicable with respect to any option plans or similar employee benefit plans.

ARTICLE IX

TRANSFERS OF UNITS

9.1 Restrictions on Transfer.

9.1.1 Generally. A Disposition of all or any part of a Member’s Units may not be made except as specifically set forth in this Article IX. Any attempted Disposition not specifically authorized herein shall be invalid, null and void ab initio. “Units” as used in this Section 9.1 shall include Convertible Securities.

9.1.2 Effect of Transfer. A Member who has made a Disposition of all or any portion of his Units in accordance with the provisions of this Article IX shall cease to have any right or entitlement to (i) share in the distributions of the Company in respect of such transferred Units, (ii) share in the tax allocations in respect of such transferred Units, or (iii) hold or vote any Units corresponding to such transferred Units.

9.1.3 Transfer Requirements. Unless otherwise set forth in a written authorization by the Board of Managers, a Member shall not make or permit a Disposition of all or any portion of his Units (or make or permit any filing, election or other action which could result in a deemed Disposition) (i) in the absence of an opinion of counsel, satisfactory to the Board of Managers, that the registration of the Unit(s) is not required under the Securities Act, or any applicable state securities laws, (ii) unless the Person to whom the Disposition of the Units is made shall agree in a writing acceptable to the Board of Managers to be bound by, and to take such Units subject to, the obligations, conditions and restrictions hereunder as same applies to Members or their Units, (iii) if such Disposition (either considered alone or in the aggregate with prior transfers by the Members) would result in the termination of the Company for federal income tax purposes, or (iv) if there is a deed of trust, security agreement or other material contract to which the Company is a party or by which the Company or any of the Property is

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bound or subject, and pursuant thereto such Disposition entitles the holder of the Indebtedness secured thereby or other contractual party to accelerate the Indebtedness or terminate or otherwise materially alter the terms of the contract.

9.1.4 Disposition Upon Death, etc. Notwithstanding the foregoing provisions of this Section 9.1, upon the death, termination, dissolution or Bankruptcy of a Member, the estate or immediate legal successor or representative of such Member or his estate, as determined under applicable law, may succeed to his Units, subject to the terms, conditions and restrictions of this Agreement. Without limitation of the preceding sentence, (i) the restrictions of this Section 9.1 shall apply to any such Disposition to the same extent that, under the circumstances, such restrictions would have applied to the deceased, terminated, dissolved or Bankrupt Member, and (ii) such Person shall, as a condition to holding such Units, within thirty (30) days after notice of demand from the Board of Managers, execute a written agreement satisfactory to the Board of Managers acknowledging that such Person shall be bound by, and take the applicable Units subject to, the obligations, conditions and restrictions of this Agreement as same applies to Members and their respective Units.

9.1.5 Founding Member Right of First Refusal. In addition to the foregoing terms and conditions of this Section 9.1, if the Investor proposes to make a Disposition of Units which is not a Permitted Disposition (“Proposed Transfer”), it must notify the Board of Managers and the Founding Member in writing of such intent (the “Sale Notice”), of the name of the proposed transferee of the Units (the “Proposed Transferee”), and of the terms and conditions of the Proposed Transfer. The Founding Member shall have the right to elect to purchase all (but not a portion) of such Units on the same terms and conditions, including price and form of payment, as those set forth in the Sale Notice. The Founding Member’s election to purchase such Units must be made within thirty (30) days from the date of delivery of the Sale Notice, and unless otherwise agreed, the Founding Member shall close the purchase at the principal office of the Company within sixty (60) days following the exercise of the right of first refusal granted in this Section 9.1.5. If the Founding Member elects not to exercise its right of first refusal within the above specified election period, the Investor may undertake the Proposed Transfer to the Proposed Transferee (but subject to the terms and conditions of Section 9.1.3 above). If the Proposed Transfer to the Proposed Transferee is not completed within the sixty (60) day period following the end of Founding Member’s election period, the Units shall again become subject to the notice and right of first refusal provisions of this Section 9.1.5.

9.2 Investor Put Right.

9.2.1 Put Right. Within the period between the Third Anniversary through the date which is sixty (60) days thereafter, or at any time following an Event of Noncompliance pursuant to Section 10.3 hereof, the Investor may provide the Company with written notice (the “Put Notice” and the date upon which such notice is provided to the Company hereafter referred to as the “Put Notice Date”) requesting the Company to redeem, and the Company shall thereupon redeem, the Investor Units at a price determined in accordance with Section 9.2.2, upon the terms set forth in Section 9.2.3.

9.2.2 Purchase Price. The purchase price for the Units being redeemed pursuant to Section 9.2.1 shall be equal to an aggregate dollar amount equal to a 25% annual

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compounded cumulative return on the Investment, calculated from the Effective Date through the earlier of (i) the Put Notice Date, or (ii) the Third Anniversary, less any prior distributions to the Investor pursuant to Sections 7.1.1, 7.1.2, and 7.1.3 hereof (the “Liquidity Preference”).

9.2.3 Payment Terms. The purchase price shall be due and payable in cash within ninety (90) days following the Put Notice Date, unless the Put Notice is delivered in connection with an Event of Noncompliance, in which event the purchase price shall be due and payable in cash within one hundred and fifty (150) days following the Put Notice Date.

9.2.4 Remedies for Failure to Pay. In the event the Company fails to timely pay the purchase price for the Units within the applicable time frame set forth above in Section 9.2.3, (i) the purchase price shall thereafter accrue default annual compounded interest at the rate of twenty-five percent (25%) per annum until paid in full, and (ii) the Company will be considered in default of its payment obligations and the Investor may immediately exercise any other rights which the Investor may have been afforded under any contract or agreement at any time and any other rights which the Investor may have pursuant to applicable law to collect all such sums owed; provided, however, if the Put Notice is delivered in connection with an Event of Noncompliance the Investor shall afford the Company an additional thirty (30) day grace period (ending upon the date which is one hundred eighty (180) days from the Put Notice Date) before exercising such rights under this clause (ii).

9.3 Company Option. If the Investor fails (for reasons other than acts of God, war or other events beyond the Investor’s control) to fund up to $500,000 to the Company pursuant to the terms of the Investor Loan agreements within twenty (20) days after the Chief Executive Officer’s initial written request on behalf of the Company, and if such default has not been cured within ten (10) days after the end of such twenty (20) day period, the Company shall have the option to cause the following to occur (the “Company Option”),

(i) Investor shall no longer be entitled to the Liquidity Preference, and Investor shall no longer be entitled to exercise its put rights pursuant to Sections 9.2 and 10.4;

(ii) Company shall no longer be required to pay to Investor the monthly management fee described in the Purchase Agreement; and

(iii) Notwithstanding anything to the contrary contained in this Agreement, the Manager appointed by Investor shall be removed as a Manager of the Company, and Investor shall no longer be entitled to appoint a Manager, and any matter requiring the consent of the Manager appointed by Investor shall be determined by the consent of the Managers appointed by the Founding Member.

The Chief Executive Officer on behalf of the Company may exercise the Company Option by delivering written notice to Investor of the exercise within fifteen (15) days following the end of such ten (10) day cure period following such twenty (20) day period.

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ARTICLE X

RIGHTS AND COVENANTS OF THE INVESTOR

10.1 Liquidation Preference. Anything in this Agreement to the contrary not-withstanding, immediately prior to or upon any Liquidation Event that occurs while the Investor Units are outstanding, the Investor shall be entitled to be paid out of the assets of the Company, before any distribution, declaration or setting apart for distribution of any amount will be made in respect of the other Members, an amount (the “Liquidation Payment”) determined pursuant to Section 10.1.1, in the manner set forth in Section 10.1.2.

10.1.1 Determining Liquidation Payment. The Liquidation Payment shall equal the greater of (a) the Liquidity Preference (calculated through the Third Anniversary date), or (b) the Aggregate Sale Consideration multiplied by the Investor’s Percentage Interest.

10.1.2 Manner of Payment. Upon the date of closing of the Liquidation Payment (the “Liquidation Closing”), the Company shall deliver to the Investor a cash amount determined in accordance with Section 10.1.1 above. The foregoing notwithstanding, if Liquidation Event giving rise to the Liquidation Payment arises from the liquidation, dissolution, or winding up of the Company other than in connection with any other Liquidation Event described in Sections 1.30 (ii) and (iii) hereof (to which the Investor has previously consented in accordance with Section 10.2 hereof) and the assets of the Company are insufficient to permit the cash payment to the Investor at the Liquidation Closing of the full preferential amount aforesaid, and the non-cash assets of the Company cannot be liquidated for cash prior to the Liquidation Closing without materially diminishing the value thereof, then all of the assets of the Company shall be distributed to the Investor. Upon payment of the full Liquidation Payment determined in accordance with this Section, the Investor shall surrender to the Company all remaining assets together with the Investor Units then outstanding.

10.1.3 Remaining Assets. Subject to Section 10.1.2, after the payment or distribution to the Investor of the full preferential amounts set forth in Section 10.1.1 above, the remaining assets of the Company available for distribution as a result of a Liquidation Event shall be distributed to all Members other than the Investor based upon their Percentage Interests (without regard to the Investor Units).

10.2 Restrictions and Limitations on the Company. Anything in this Agreement to the contrary notwithstanding, so long as the Investor Units remain outstanding, the Company will not, and will not permit any Subsidiary to, nor will the Principal Owners or Founding Managers cause or knowingly permit or assist the Company or any such Subsidiary to, without the prior written consent of the Investor:

10.2.1 Redemption of Units. Purchase, redeem or otherwise acquire for value (or pay into or set aside as a sinking fund for such purpose) any Units, except and unless to the extent specifically authorized by this Agreement; provided that, this restriction will not apply to the repurchase of Units from managers or employees of or consultants or advisers to the Company or any Subsidiary pursuant to agreements under which the Company has the option to

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repurchase such Units upon the occurrence of certain events, including the termination of employment by or service to the Company or any Subsidiary.

10.2.2 Securities Issuances. Issue, or obligate itself to issue (i) additional Units, (ii) Convertible Securities, or (iii) any other securities with any rights senior to or on a parity with those granted to the Investor herein as to distributions, put rights, liquidation preferences, voting rights or otherwise.

10.2.3 Acquisition. The acquisition by the Company or any Subsidiary of any business (as determined in accordance with Rule 11-01(d) of Regulation S-X promulgated by the SEC as in effect and interpreted by the SEC on the Effective Date) by (i) sale, lease, assignment or other transfer or conveyance of assets, property or securities; (ii) merger, consolidation or other form of business combination or otherwise; or (iii) the entry into a joint venture or partnership with any other entity involving the formation of a new entity or an investment by the Company in the partner or co-venturer.

10.2.4 Disposition. Effect any (1) sale, lease, assignment, transfer or other conveyance of all or any material part of the assets of the Company or any of its Subsidiaries; (2) consolidation, merger or other business combination involving the Company or any Subsidiaries; (3) recapitalization; (4) reclassification or other change in the rights of the Units; (5) any Liquidation Event; or (6) unless the obligations of the Company under an agreement are expressly conditioned on the requisite approval of the Investor, make any agreement, or otherwise become obligated to do any of the foregoing. Anything in this Agreement to the contrary notwithstanding, so long as the proposed transaction results in a cash payment to the Investor of no less than the Liquidity Preference, the Company will not be required to obtain the prior consent of the Investor; provided, however, that this sentence shall not be deemed to entitle the Investor to anything less than what it is entitled to under Section 10.1.1 as a Liquidation Payment.

10.2.5 Increase Size of Board of Managers. Except as provided in Section 9.2.4, increase the number of Managers on the Board of Managers beyond five (5).

10.2.6 Guarantees. Guarantee or otherwise agree to satisfy any debts or obligations of another Person.

10.2.7 Minority Investments. Purchase minority interests, or otherwise make investments, in businesses unrelated to the Company’s core businesses.

10.2.8 Indebtedness. Incur any Indebtedness other than the Investor Loan in excess of $50,000.00 (except in the case of Indebtedness to a vendor incurred in the ordinary course of business, which shall not exceed $150,000), or amend or modify the terms of any existing material Indebtedness.

10.2.9 Conflicting Agreements. Enter into any agreement, contract or understanding or otherwise incur any obligation which by its terms would violate, be in conflict with, restrict or burden the rights of the Investor the Investment Documents (as such term is defined in the Purchase Agreement) or the Company’s ability to perform the terms thereunder.

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10.2.10 Subsidiary Securities. Permit any Subsidiary to issue or sell, or obligate itself to issue or sell, except to the Company or any wholly owned Subsidiary, any equity interests of such Subsidiary.

10.2.11 Public Offering. Undertake a public offering of any securities of the Company or list any of its securities on a securities exchange.

10.2.12 Material Change in Business. Make any material change in the type of businesses conducted by the Company as of the Effective Date or make material investments in unrelated businesses.

10.2.13 Related Party Transactions. Authorize or enter into transactions with (i) any Principal Owner, Founding Manager or their relatives and Affiliates other than those expressly set forth on Schedule 3.8 of the Purchase Agreement and pursuant to an arms length transaction, and (ii) any other Persons upon terms other than an arms length transaction entered into in the ordinary course of business.

10.2.14 Distributions of Available Cash. Approve or make any distributions pursuant to Section 7.1.3.

10.3 Events of Noncompliance. An Event of Noncompliance will be deemed to have occurred if:

10.3.1 Distributions. The Company fails to pay, within thirty (30) days after written notice of failure to pay when due, the fill amount of any distributions required by Section 7.1, 7.2, 10.1, or 13.2.

10.3.2 Lock-Up of Principal Owners. Disposition without written Investor approval by any Principal Owner other than Montgomery L. Byers, Jr. of any of the Units of the Company OR by the Founding Managers of any ownership interests in the Founding Member, in either case, other than a Permitted Disposition.

10.3.3 Breach. The Company, a Principal Owner, or a Founding Manager breaches or otherwise fails to perform or observe or covenant or agreement set forth in the Investment Documents (as such term is defined in the Purchase Agreement) which is not cured within thirty (30) days of receipt of notice from Investor of such breach or failure to perform, or any representation or warranty contained in the Investment Documents is found to be materially false or misleading when made.

10.3.4 Insolvency. (i) The Company makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; (ii) an order, judgment or decree is entered into adjudicating the Company bankrupt or insolvent; (iii) any order for relief with respect to the Company is entered under the Federal Bankruptcy Code; (iv) the Company petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Company or any substantial part of the assets of the Company, or commences any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or (iv) any such petition or application is filed, or any such proceeding is commenced, against the

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Company and either (a) the Company by any act indicates its approval thereof, consent thereto or acquiescence therein, or (b) such petition, application or proceeding is not dismissed within sixty (60) days;

10.3.5 Adverse Judgment. A judgment in excess of $500,000 is rendered against the Company or any Subsidiary and, within sixty (60) days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within sixty (60) days after the expiration of any such stay, such judgment is not discharged; or

10.3.6 Other Defaults. The Company or any Subsidiary defaults, after any applicable cure periods, in the performance of any material obligation or agreement in connection any Indebtedness greater than $500,000.

10.3.7 Competition by Related Parties. Any Subsidiary or Affiliate of any Principal Owner or Founding Manager directly competes against the Company in the Business, as specifically described in Section 2.5 above, or any other business in which the Company materially engages after the date of this Agreement.

provided that, no Event of Noncompliance will be deemed to have occurred under this Section 10.3 if the Company establishes to the reasonable satisfaction of the Investor that (a) the particular Event of Noncompliance has not been caused by knowing or purposeful conduct by the Principal Owner, the Founding Manager, the Company or any Subsidiary; (b) a Principal Owner, the Founding Manager or the Company, as applicable, has exercised, and continues to exercise, best efforts to expeditiously cure the Event of Noncompliance (if cure is possible); and (c) either (i) the Event of Noncompliance is not material to the Company’s financial condition, operations, assets or business prospects; or (ii) the Event of Noncompliance is not material to the Investor’s investment in the Company.

10.4 Consequences of Certain Events of Noncompliance. If an Event of Noncompliance has occurred, the Investor may exercise its put right pursuant to Section 9.2 hereof. In addition, the Investor may exercise any other rights which the Investor may have been afforded under any contract or agreement at any time and any other rights which the Investor may have pursuant to applicable law. The rights granted to the Investor under this Section are subject to revesting upon each occurrence of an Event of Noncompliance.

10.5 Information Rights.

10.5.1 Inspection. The Investor shall have the right to visit and inspect any of the properties of the Company or any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the officers and to review such information as is reasonably requested.

10.5.2 Visitation Rights. If the Investor’s Board representative is unable to attend a Board of Managers meeting, the Company, upon written request, shall allow another representative designated by the Investor to attend the meeting of the Company’s Board of Managers in a nonvoting capacity, and in connection therewith, the Company shall give such representative copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Managers; provided, however, that the Company

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reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege.

10.5.3 Books and Records. The Company will maintain true books and records of account in which fill and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

10.5.4 Audited Financial Statements. As soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred fifty (150) days thereafter, to the extent requested by the Board, the Company will furnish the Investor an audited balance sheet of the Company, as of the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared by an accounting firm in accordance with generally accepted accounting principles consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. To the extent requested by the Investor, such financial statements shall be accompanied by a report and opinion thereon by independent public accountants approved by the Company’s Board of Managers.

10.5.5 Monthly Financial Reports; Budget/Reports; Notice of Claims. The Company will prepare and present to the Board for review and approval an annual budget. Additionally, the Company shall furnish the Board with (i) copies of such annual budget; (ii) as soon as practicable after the end of each month, and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income of the Company for such month and for the current fiscal year to date, and (iii) promptly notify the Board in writing of any claim, dispute or litigation filed or threatened against the Company which could have a material adverse effect on the business, financial condition or prospects of the Company.

10.5.6 Reimbursement of the Investor Travel Related Expenses. The Investor shall be reimbursed by the Company for all reasonable travel related expenses for travel for Company business at the request of the Company.

10.6 Insurance. The Company shall maintain and pay premiums when due with respect to the following insurance coverage (a) key man policies on each of the Founding Managers in the amount of $8,000,000 each, naming GLA, LLC as irrevocable beneficiary; (b) key man policies on each of the Founding Managers in the amount of $5,000,000 each, naming the Company as irrevocable beneficiary; (c) directors and officers liability policy(ies) with coverage amounts of no less than $1,000,000 (to be obtained as soon after the Effective Date as is reasonably possible); and (d) general liability policies with coverage amounts of no less than $2,000,000. Additionally, while the Investor Units remain outstanding, the Company and each of the Founding Managers agrees to allow, and shall assist, the Investor in obtaining and maintaining its own key man coverage on each of the Founding Managers in the amount of no more than $2,000,000 per individual.

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10.7 Non-Disclosure and Confidentiality. Each Member and Manager agrees that during such time as he or it is either a Member or Manager of the Company, and forever thereafter, he or it (including any director, officer, shareholder, employee or agent of such Member or Manager) shall not, without the Company’s prior written consent in each instance, except as required in the performance of his or its duties on behalf of the Company, or as may be necessary pursuant to any court order or other legal process (in which event such Member or Manager shall immediately deliver notice of such order or process to the Company), release or disclose any Confidential Information to any third party, in whole or in part, in any manner whatsoever. Each Member and Manager agrees that this obligation shall survive the termination or amendment of this Agreement, as well as the termination of his or its status as a Member or Manager of the Company. Each Member and Manager agrees that he or it (including any director, officer, shareholder, employee or agent of such Member or Manager) will not remove, reproduce or otherwise endeavor to create or retain any record of any Confidential Information and shall return all Confidential Information to the Company in his or its possession at the time his or its status as a Member or Manager of the Company terminates; provided, however, that a Member or Manager may retain one (1) copy of such material, subject to the above confidentiality provisions, reasonably deemed necessary for such Member’s or Manager’s records. Each Member and Manager acknowledges that this obligation to return Confidential Information does not constitute permission to remove, reproduce or otherwise endeavor to create or retain any record of any Confidential Information during such time as he or it is a Member or Manager of the Company.

10.8 Investor Non-Competition; Non-Solicitation. The Investor agrees, on its own behalf and on behalf of its Affiliates, that other than as hereafter disclosed to and approved by the Board of Managers, for so long as Investor is a Member of the Company and for a period of one (1) year thereafter, the Investor will not, (a) directly or indirectly, whether as an officer, director, employee, agent, partner, member, manager, shareholder, consultant, independent contractor or otherwise, or through any parent or subsidiary company or any Affiliate, or on behalf or for the benefit of any person, partnership, trust, corporation or other entity, other than the Company, for any reason whatsoever, without the Company’s written consent, engage in or have a financial interest in, any Person in a competing business to that in which the Company or any of its Subsidiaries is now involved or becomes materially involved while the Investor is still a Member (provided the entry into such business(es) has been approved in accordance with Section 10.2.12 hereof); provided, however, that the Investor’s ownership of not more than five (5) percent of the outstanding stock of a publicly traded company shall not be prohibited by this clause (a); (b) induce employees of the Company to join with the Investor or its Affiliates in any business in which the Investor may become interested, whether or not competitive with the Company; or (c) solicit customers of the Company in connection with any business in direct competition with the Company.

ARTICLE XI

REGISTRATION RIGHTS

11.1 Registration Rights Agreement. In the event that the Company or a successor entity determines to undertake an initial underwritten public offering of equity securities

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registered under the Securities Act, the Company and the Members shall enter into a mutually agreeable registration rights agreement.

ARTICLE XII

TAX AND ACCOUNTING MATTERS

12.1 Tax Information. The Company shall deliver to each Member as soon as possible after the end of each taxable year the information relating to the Company necessary for the preparation of the Members’ federal income tax returns.

12.2 Tax Matters Partner. GLA, LLC is designated as the “tax matters partner” for purposes of the Code. The Board of Managers may name a substitute or successor at any time.

12.3 Capital Accounts.

12.3.1 A Capital Account shall be established and maintained for each Member. A Member shall have a single Capital Account, regardless of the time or manner in which any portion of such Member’s Units were acquired. If a Member makes or permits a Disposition of all or any portion of his Units to another Member or substituted Member in accordance with this Agreement, the transferee shall succeed to the Capital Account of the transferor Member to the extent such Capital Account relates to the transferred Units.

12.3.2 As of any date, a Member’s Capital Account shall consist of: (i) the sum of (A) the amount of money contributed by such Member or his predecessor in interest to the Company (including the amount deemed contributed by such Member as set forth on Exhibit “A”), (B) the agreed upon fair market value of property contributed by such Member or his predecessor in interest to the Company, (C) allocations to such Member or his predecessor in interest of Net Income and Gain from Sale (or items thereof), including income and gain exempt from tax, and (D) the amount of any Company liabilities assumed by such Member or his predecessor in interest or that are secured by any Company assets distributed to such Member or his predecessor in interest; minus (ii) the sum of (A) the amount of money distributed to such Member or his predecessor in interest by the Company, (B) the fair market value of property distributed to such Member or his predecessor in interest by the Company, (C) the amount of any liabilities of such Member or his predecessor in interest assumed by the Company or secured by any property contributed by such Member or his predecessor in interest to the Company other than those taken into account in calculating Capital Contributions, (D) allocations to such Member or his predecessor in interest of expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as such expenditures under the Regulations, and (E) allocations to such Member or his predecessor in interest of Net Loss and Loss from Sale (or items thereof).

27

12.3.3 Subject to the affirmative vote of the Board of Managers in accordance with the provisions of Section 4.6.1.3 hereof, the Capital Account of each Member may be adjusted to reflect a revaluation of the Company’s assets upon the occurrence of the following events:

(i) The contribution of money or other property (other than de minimis amount) to the Company by a new or existing Member as consideration for any Units;

(ii) The distribution of money or other property (other than a de minimis amount) by the Company to a withdrawing or continuing Member as consideration for any Unit(s);

(iii) The liquidation of the Company within the meaning of Regulation Section 1 .704-1(b)(2)(ii)(g).

The adjustment (A) shall be based on a reasonable estimate of the fair market value of Company assets (taking Section 7701(g) of the Code into account) on the date of adjustment, as conclusively determined by the good faith action of the Board of Managers, (B) shall not require an appraisal unless the Board of Managers determines otherwise in its good faith discretion and (C) shall reflect the manner in which the unrealized income, gain, loss or deduction inherent in the assets (that have not previously been reflected in Capital Accounts) would be allocated among the Members if there were a taxable disposition of the property for fair market value on that date. The purpose of this adjustment is to maintain as much as possible an equality between the Capital Account balance per Unit of new Members and Members previously admitted. Notwithstanding anything in this Agreement to the contrary the Members agree that the application of Section 12.3.1 and this Section 12.3.3 shall result in the adjustment of the Members’ Capital Accounts as of the Effective Date (immediately following any actual contribution required to be made on or before such date) to equal the respective amount set forth for each Member on Exhibit A as a Deemed Capital Contribution.

12.3.4 If any Company asset has a book value that differs from the adjusted tax basis of that asset, then the Capital Accounts shall be adjusted in accordance with Regulation Section 1.704.l(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization and gain or loss computed for book purposes rather than tax purposes, with respect to such asset.

12.3.5 If there is any basis adjustment pursuant to an election under Section 754 of the Code, then Capital Accounts shall be adjusted to the extent required by the Regulations.

12.3.6 The principles governing the adjustments of Capital Accounts are intended to satisfy the capital account maintenance requirements of Regulation Section 1.704 1(b)(2)(iv) and shall be construed consistently therewith. If in the reasonable opinion of the Company’s accountants the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 12.3 should be modified to comply with Section 704(b) of the Code and the Regulations thereunder, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 12.3, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members.

12.4 Additional Provisions on Capital Accounts and Contributions. No Member shall be paid interest on his Capital Account. Except as otherwise provided in this Agreement, no

28

Member shall have the right to demand or receive cash or other property of the Company in return of his Capital Contributions.

12.5 Net Income, Net Loss and Tax Credits. Except as otherwise required by this Article XII:

12.5.1 Net Income and Gain from Sale. Net Income and Gain from Sale shall be allocated to the Members:

12.5.1.1 first, to the Investor to the extent necessary to increase the Investor’s Capital Account to the Liquidity Preference described in Section 10.1.1 (a), or in the case of an actual Liquidation Event the greater of the amounts described in 10.1.1(a) or (b), and

12.5.1.2 second, to the Members in proportion and amounts to the extent necessary to bring their respective Capital Accounts into the same relationship as their Percentage Interests, and

12.5.1.3 the balance, if any, to the Members in proportion to their respective Percentage Interests.

12.5.2 Net Losses and Loss from Sale. Net Losses and Loss from Sale shall be allocated to the Members:

12.5.2.1 first, to the extent the Investor’s Capital Account is not reduced below the amount described in Section 12.5.1.1, to the Members in proportion and amounts to the extent necessary to bring their respective Capital Accounts into the same relationship as their Percentage Interests, and

12.5.2.2 second, to the extent the Investor’s Capital Account is not reduced below the amount described in Section 12.5.1.1, to the Members in proportion to their Percentage Interests, and

12.5.2.3 third, to the Members other than the Investor, in proportion to their respective Percentage Interests.

12.5.3 Tax Credits. Any tax credits shall be allocated to the Members in proportion to their respective Percentage Interests.

12.5.4 Limitation on Loss Allocations. The losses allocated pursuant to Section 12.5.2 hereof shall not exceed the maximum amount of losses that can be so allocated without causing any Member to have an increased Modified Negative Capital Account at the end of any fiscal year after taking into account reasonably expected distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6). In the event some but not all of the Members would have an increased Modified Negative Capital Account as a consequence of an allocation of losses pursuant to Section 12.5.2 hereof, the limitation set forth in this Section 12.5.4 shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in

29

excess of the limitation set forth in this Section 12.5.4 shall be allocated to the Members in proportion to their Percentage Interests.

12.6 Mid-Year Transfers. In the case of Units that have been transferred during the Company’s fiscal year, unless otherwise agreed by the parties:

12.6.1 All Net Income and Net Loss allocable to such Units shall be allocated between the transferor and the transferee in the ratio of the number of days in the year before and after the effective date without regard to the dates during the year on which income was earned, losses were incurred, or Cash Available for Distribution was distributed.

12.6.2 Tax credits, if any, shall be allocated among the Members at the time the property with respect to which the credit is claimed is placed in service.

12.6.3 All Gain from Sale or Loss from Sale shall be allocated to the holder of the Units as of the date on which the Company recognizes that Gain or Loss.

12.6.4 Cash Available for Distribution shall be allocated and distributed to the holder(s) of the Units on the date of distribution.

12.7 Minimum Gain Chargeback. Notwithstanding anything to the contrary in this Agreement, if there is a net decrease in the Company’s Minimum Gain for a Company taxable year, then there shall be allocated to the Members items of Company income and gain to the extent and subject to the exceptions set forth in the Minimum Gain chargeback requirements of Regulation Section 1.704-2(f).

12.8 Allocations to Reflect Book Value/Tax Disparity.

12.8.1 In accordance with Section 704(c) of the Code and the Regulations related thereto, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members under the “traditional method” described in Treasury Regulations Section 1.704-3(b) so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its agreed upon fair market value at the time of contribution. In addition, if Company property is revalued and Capital Accounts are adjusted pursuant to Section 12.3.3, then subsequent allocations of income, gain, loss and deduction for tax purposes with respect to the revalued property shall take into account the variation between the property’s adjusted tax basis and book value in the same manner as under Section 704(c) of the Code and Regulations.

12.8.2 There shall be a special allocation to any Member who contributed property or received credit for the revaluation of property, for any expense, amortization or loss regarding such property to the extent such expense, amortization or loss reduces the variation between the adjusted basis for federal income tax purposes and the book value of such property.

12.8.3 The intent and purpose of Sections 12.8.1 and 12.8.2 is to give the Member contributing tangible and/or intangible property (or subject to the revaluation of existing property) credit for the agreed market value of such property, cause any subsequent taxable gain

30

derived from such property to be taxed solely to such contributing member to the extent credit is received for such value in excess of the property’s tax basis, and allocate any amortization or losses from such property to the contributing Member to the same extent.

12.9 Qualified Income Offset. If a Member unexpectedly receives an adjustment, allocation or distribution described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), (5) or (6) that creates a Modified Negative Capital Account, then items of income or gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such year) shall be allocated to that Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Modified Negative Capital Account created by the adjustments, allocations or distributions as quickly as possible. For purposes of this Section 12.9, in determining whether a Member has a Modified Negative Capital Account, there shall be taken into account those adjustments, allocations and distributions that, as of the end of the year, are reasonably expected to be made.

12.10 Economic Consistency Special Allocations. The special allocations in Sections 12.5.4, 12.7 and 12.9 are intended to comply with the Regulations under Code Section 704(b). Notwithstanding any other provision of this Article XII, those special allocations shall be taken into account in computing subsequent allocations of Net Income, Net Losses, Gain from Sale or Loss from Sale or items thereof pursuant to this Article XII, so that, to the extent possible, the net amount of any item so allocated and the Net Income, Net Losses, Gain from Sale or Loss from Sale and all other items allocated to each Member pursuant to this Article XII shall be equal to the net amount that would have been allocated to each such Member pursuant to this Article XII if those special allocations had not occurred.

ARTICLE XIII

TERMINATION OR CONTINUATION

13.1 Events of Dissolution.

Any of the following events shall cause the dissolution and winding up of the Company:

13.1.1 A vote of the Members approving such dissolution in accordance with Section 10.2 hereof; or

13.1.2 The entry of a decree of judicial dissolution under Section 608.441 of the Act.

13.2 Winding Up Company Affairs.

13.2.1 Upon any dissolution of the Company and the payment of, or the making of due provisions for, all debts of the Company, the Company’s assets (or the proceeds of the sale thereof) shall be distributed to the Members in accordance with Section 10.1 hereof. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof and shall be deemed to have been sold at fair market value for purposes of the allocations under Article XII.

31

13.2.2 If the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), then the liquidating distributions shall be made by the later of (i) the end of the Company taxable year in which liquidation occurs, or (ii) ninety (90) days after the date of liquidation.

13.2.3 The Company shall terminate when all assets of the Company have been sold and/or distributed and all affairs of the Company have been wound up. The Managers and/or Members shall execute and file any certificate or other document which may be appropriate to indicate such termination.

ARTICLE XIV

AMENDMENTS

Except as otherwise specifically provided by law or by. any other provision of this Agreement, the provisions of this Agreement may be amended or modified only in accordance with Section 3.6 of this Agreement.

ARTICLE XV

MISCELLANEOUS PROVISIONS

15.1 Bank Accounts. The funds of the Company shall be deposited in the name of the Company in such bank or savings and loan accounts as may be approved by the Board of Managers, and the Board of Managers shall govern the appropriate conduct of such accounts, including the signatures to be required.

15.2 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Florida as such laws are applied to agreements between Florida residents entered into and performed entirely in Florida. In addition, the Company and each Member hereby irrevocably waives; to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in the United States District Court for the Southern District of Florida or in state courts located in Broward County, Florida, and hereby further irrevocably waives any claim that any suit, action or proceedings brought in any such court has been brought in an inconvenient forum.

15.3 Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

15.4 Construction. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

15.5 Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the terms or provisions within this Agreement.

32

15.6 Successors. Subject to the limits on transferability contained herein, each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the successors, heirs, and assigns of the respective parties.

15.7 Execution and Counterparts. This Agreement and any amendments may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. In addition, this Agreement and any amendments may be executed through the use of counterpart signature pages. The signature of any party on any counterpart agreement or counterpart signature page shall be deemed to be a signature to, and may be appended to, one document.

15.8 Entire Agreement. This Agreement embodies the entire agreement and understanding between the Members with respect to the subject matter hereof, and supersedes all prior agreements and understandings between such Members relating to the subject matter hereof. No amendment, modification, termination or waiver of any provision of this Agreement shall be effected unless the same shall be set forth in writing and in compliance with Article XIV.

15.9 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth on Exhibit A hereto or at such other address as such party may designate from time to time by written notice to the Company.

15.10 Books and Records. The Company shall keep or cause to be kept complete and accurate books and records required to be maintained by the Company pursuant to the Act and other applicable laws. The Company’s books and records shall be maintained at the principal office of the Company or at such other place as the Company may from time to time designate.

[Execution Page Follows]

33

IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as of the date first written above.

GLA, LLC		DAW HOLDINGS, LLC
	/s/ David A. Wallace		/s/ David A. Wallace
By:	David A. Wallace	By:	David A. Wallace
Its:	Manager	Its:	Manager

TIMOTHY L. STOCKSDALE AND WILLIAM STOCKSDALE, AS TRUSTEES OF THE ALEXANDER STOCKSDALE GIFT TRUST U/A/D JULY 18, 2003		TIMOTHY L. STOCKSDALE AND WILLIAM STOCKSDALE, AS TRUSTEES OF THE LAURA STOCKSDALE GIFT TRUST U/A/D JULY 18, 2003
	/s/ Timothy L. Stocksdale		/s/ Timothy L. Stocksdale
By:	Timothy Stocksdale	By:	Timothy Stocksdale
Its:	Trustee	Its:	Trustee

TIMOTHY L. STOCKSDALE AND WILLIAM STOCKSDALE, AS TRUSTEES OF THE DANIELLE STOCKSDALE GIFT TRUST U/A/D JULY 18, 2003
	/s/ Timothy L. Stocksdale	/s/ Montgomery L. Byers, Jr.
By:	Timothy Stocksdale	MONTGOMERY L. BYERS, JR.
Its:	Trustee

PALM BEACH CAPITAL FUND, I, L.P.,

a Delaware limited partnership

By:PALM BEACH CAPITAL GP I, LLC,

a Delaware limited liability company and

general partner of the fund

By:PALM BEACH CAPITAL MANAGEMENT I, LLC, A Delaware limited liability company and manager of the general partner
	/s/ Shaun L. McGruder
	Shaun L. McGruder, Manager

34

EX-4.11

Exhibit 4.11

OWENS & MINOR, INC.,

% Senior Notes due 2016

INDENTURE

DATED AS OF                                 , 2006

SUNTRUST BANK,

as Trustee

CROSS REFERENCE TABLE(1)

CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,

INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED:

TIA Section	Indenture Section
310(a)(1)	6.09
(a)(2)	6.09
(a)(3)	N.A.(2)
(a)(4)	N.A.
(a)(5)	6.09
(b)	6.08, 6.09, 6.10
(c)	N.A.
311(a)	6.13
(b)	6.13
(c)	N.A.
312(a)	7.01, 7.02
(b)	7.02
(c)	7.02
313(a)	7.03
(b)	7.03
(c)	1.07, 7.03
(d)	7.03
314(a)	1.03, 7.04, 10.04
(b)	N.A.
(c)(1)	1.03
(c)(2)	1.03
(c)(3)	N.A.
(d)	N.A.
(e)	1.03
(f)	N.A.
315(a)	6.01, 6.03
(b)	6.02
(c)	6.01
(d)	6.01
(e)	5.14
316(a) (last sentence)	1.01
(a)(1)(A)	5.12
(a)(1)(B)	5.13
(a)(2)	N.A.
(b)	5.08
(c)	1.05
317(a)(1)	5.03
(a)(2)	5.04
(b)	10.03
318	1.08

(1) This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

(2) N.A. means “not applicable.”

TABLE OF CONTENTS

		Page
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
SECTION 1.01.	RULES OF CONSTRUCTION.	1
SECTION 1.02.	DEFINITIONS.	1
SECTION 1.03.	COMPLIANCE CERTIFICATES AND OPINIONS.	11
SECTION 1.04.	FORM OF DOCUMENTS DELIVERED TO TRUSTEE.	12
SECTION 1.05.	ACTS OF HOLDERS; RECORD DATES.	12
SECTION 1.06.	NOTICES TO TRUSTEE AND COMPANY.	14
SECTION 1.07.	NOTICE TO HOLDERS; WAIVER.	15
SECTION 1.08.	CONFLICT WITH TRUST INDENTURE ACT.	15
SECTION 1.09.	EFFECT OF HEADINGS AND TABLE OF CONTENTS.	16
SECTION 1.10.	SUCCESSORS AND ASSIGNS.	16
SECTION 1.11.	SEPARABILITY CLAUSE.	16
SECTION 1.12.	BENEFITS OF INDENTURE.	16
SECTION 1.13.	GOVERNING LAW.	16
SECTION 1.14.	LEGAL HOLIDAYS.	16
SECTION 1.15.	NO RECOURSE AGAINST OTHERS.	16
ARTICLE TWO SECURITY FORMS		17
SECTION 2.01.	FORMS AND DATING.	17
SECTION 2.02.	[INTENTIONALLY OMITTED].	18
SECTION 2.03.	[INTENTIONALLY OMITTED].	18
SECTION 2.04.	FORM OF LEGEND FOR GLOBAL SECURITIES.	18
ARTICLE THREE THE SECURITIES		18
SECTION 3.01.	AMOUNT UNLIMITED	18
SECTION 3.02.	DENOMINATIONS.	18
SECTION 3.03.	EXECUTION, AUTHENTICATION, DELIVERY AND DATING.	19
SECTION 3.04.	TEMPORARY SECURITIES.	19
SECTION 3.05.	REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.	20
SECTION 3.06.	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.	22
SECTION 3.07.	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.	23
SECTION 3.08.	PERSONS DEEMED OWNERS.	24
SECTION 3.09.	CANCELLATION.	24
SECTION 3.10.	COMPUTATION OF INTEREST.	25
SECTION 3.11.	CUSIP AND ISIN NUMBERS.	25
SECTION 3.12.	ISSUANCE OF ADDITIONAL SECURITIES.	25

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE FOUR SATISFACTION AND DISCHARGE		25
SECTION 4.01.	SATISFACTION AND DISCHARGE OF INDENTURE.	25
SECTION 4.02.	APPLICATION OF TRUST MONEY.	27
ARTICLE FIVE REMEDIES		27
SECTION 5.01.	EVENTS OF DEFAULT.	27
SECTION 5.02.	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.	29
SECTION 5.03.	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.	30
SECTION 5.04.	TRUSTEE MAY FILE PROOFS OF CLAIM.	31
SECTION 5.05.	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.	31
SECTION 5.06.	APPLICATION OF MONEY COLLECTED.	31
SECTION 5.07.	LIMITATION ON SUITS.	32
SECTION 5.08.	RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.	32
SECTION 5.09.	RESTORATION OF RIGHTS AND REMEDIES.	33
SECTION 5.10.	RIGHTS AND REMEDIES CUMULATIVE.	33
SECTION 5.11.	DELAY OR OMISSION NOT WAIVER.	33
SECTION 5.12.	CONTROL BY HOLDERS.	33
SECTION 5.13.	WAIVER OF PAST DEFAULTS.	34
SECTION 5.14.	UNDERTAKING FOR COSTS.	34
SECTION 5.15.	STAY, EXTENSION AND USURY LAWS.	34
ARTICLE SIX THE TRUSTEE		34
SECTION 6.01.	CERTAIN DUTIES AND RESPONSIBILITIES.	34
SECTION 6.02.	NOTICE OF DEFAULTS.	36
SECTION 6.03.	CERTAIN RIGHTS OF TRUSTEE.	36
SECTION 6.04.	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.	38
SECTION 6.05.	MAY HOLD SECURITIES.	38
SECTION 6.06.	MONEY HELD IN TRUST.	38
SECTION 6.07.	COMPENSATION AND REIMBURSEMENT.	38
SECTION 6.08.	CONFLICTING INTERESTS.	39
SECTION 6.09.	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.	39
SECTION 6.10.	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.	40
SECTION 6.11.	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.	41
SECTION 6.12.	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.	42
SECTION 6.13.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.	42

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TABLE OF CONTENTS

(continued)

		Page
SECTION 6.14.	APPOINTMENT OF AUTHENTICATING AGENT.	42
ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY		44
SECTION 7.01.	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.	44
SECTION 7.02.	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.	44
SECTION 7.03.	REPORTS BY TRUSTEE.	45
SECTION 7.04.	REPORTS BY COMPANY.	45
ARTICLE EIGHT CONSOLIDATION, MERGER AND SALE OF ASSETS		46
SECTION 8.01.	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.	46
SECTION 8.02.	SUCCESSOR SUBSTITUTED.	46
ARTICLE NINE SUPPLEMENTAL INDENTURES		46
SECTION 9.01.	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.	46
SECTION 9.02.	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.	47
SECTION 9.03.	EXECUTION OF SUPPLEMENTAL INDENTURES.	49
SECTION 9.04.	EFFECT OF SUPPLEMENTAL INDENTURES.	49
SECTION 9.05.	CONFORMITY WITH TRUST INDENTURE ACT.	49
SECTION 9.06.	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.	49
SECTION 9.07.	REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.	49
ARTICLE TEN COVENANTS		50
SECTION 10.01.	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.	50
SECTION 10.02.	MAINTENANCE OF OFFICE OR AGENCY.	51
SECTION 10.03.	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.	51
SECTION 10.04.	COMPLIANCE CERTIFICATE.	52
SECTION 10.05.	CORPORATE EXISTENCE.	52
SECTION 10.06.	PAYMENT OF TAXES AND OTHER CLAIMS.	53
SECTION 10.07.	OFFER TO REPURCHASE UPON CHANGE OF CONTROL TRIGGERING EVENT	53
SECTION 10.08.	REMOVAL OF REPURCHASE OBLIGATION UPON CHANGE OF CONTROL	54
SECTION 10.09.	LIMITATIONS ON LIENS.	55
SECTION 10.10.	RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS.	55

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TABLE OF CONTENTS

(continued)

		Page
SECTION 10.11.	REPORTS.	56
SECTION 10.12.	STAY, EXTENSION AND USURY LAWS.	56
SECTION 10.13.	ADDITIONAL SUBSIDIARY GUARANTEES.	57
ARTICLE ELEVEN REDEMPTION OF SECURITIES		57
SECTION 11.01.	APPLICABILITY OF ARTICLE.	57
SECTION 11.02.	ELECTION TO REDEEM; NOTICE TO TRUSTEE.	57
SECTION 11.03.	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.	57
SECTION 11.04.	NOTICE OF REDEMPTION.	58
SECTION 11.05.	DEPOSIT OF REDEMPTION PRICE.	59
SECTION 11.06.	SECURITIES PAYABLE ON REDEMPTION DATE.	59
SECTION 11.07.	SECURITIES REDEEMED IN PART.	60
SECTION 11.08.	OPTIONAL REDEMPTION.	60
SECTION 11.09.	MANDATORY REDEMPTION.	60
ARTICLE TWELVE DEFEASANCE AND COVENANT DEFEASANCE		61
SECTION 12.01.	COMPANY’S RIGHT WITH RESPECT TO DEFEASANCE OR COVENANT DEFEASANCE.	61
SECTION 12.02.	DEFEASANCE AND DISCHARGE.	61
SECTION 12.03.	COVENANT DEFEASANCE.	61
SECTION 12.04.	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.	62
SECTION 12.05.	DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS.	64
SECTION 12.06.	REINSTATEMENT.	64
ARTICLE THIRTEEN GUARANTEES		65
SECTION 13.01.	GUARANTEES.	65
SECTION 13.02.	LIMITATION ON LIABILITY.	67
SECTION 13.03.	RELEASE OF SUBSIDIARY GUARANTEES.	67
SECTION 13.04.	GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.	67
SECTION 13.05.	SUCCESSORS AND ASSIGNS.	67
SECTION 13.06.	NO WAIVER.	68
SECTION 13.07.	MODIFICATION.	68
SECTION 13.08.	EXECUTION OF SUPPLEMENTAL INDENTURE FOR FUTURE GUARANTORS.	68

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THIS INDENTURE, dated as of                                 , 2006, is between Owens & Minor, Inc., a Virginia corporation (the “Company”); Owens & Minor Medical, Inc., a Virginia corporation; Owens & Minor Distribution, Inc., a Virginia corporation; Access Diabetic Supply, LLC, a Florida limited liability company; and Owens & Minor Healthcare Supply, Inc., a Virginia corporation (collectively, the “Guarantors”); and SunTrust Bank, a Georgia banking corporation, as trustee (the “Trustee”).

The Company, the Guarantors and the Trustee hereby agree as follows for the equal and ratable benefit of all Holders of the Securities, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. RULES OF CONSTRUCTION.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States as in effect from time to time and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such United States accounting principles as are generally accepted at the date of such computation;

(4) “or” is not exclusive;

(5) “including” means including, without limitation; and

(6) the words “herein,” “hereof,” and “hereunder” and others of similar import refer to this Indenture as a whole and not to any particular Article, Section, or other subdivision.

SECTION 1.02. DEFINITIONS.

“Act,” when used with respect to any Holder, has the meaning specified in Section 1.05.

“Additional Securities” means [      ]% Senior Notes due 2016 of the Company issued in compliance with and under this Indenture after the Issue Date and, except as noted in Section 3.12, having identical terms to the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities.

“Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for the relief of debtors.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of such board.

“Below Investment Grade Rating Event” means the Securities are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by any of the Rating Agencies).

“Board Resolution” means a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means, except as otherwise specified as contemplated by Section 3.01, with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, the location of the Corporate Trust Office, the Place of Payment or other particular location referred to in this Indenture or in the Securities are authorized or obligated by law or executive order to close.

“Capital Stock” means (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

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“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Company or one of its Subsidiaries; (2) the adoption of a plan relating to the liquidation or dissolution of the Company (other than in a transaction that complies with Section 8.01); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s Voting Stock, measured by voting power rather than number of shares; or (4) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors.

“Change of Control Offer” shall have the meaning set forth in Section 3.07.

“Change of Control Payment” shall have the meaning set forth in Section 3.07.

“Change of Control Payment Date” shall have the meaning set forth in Section 3.07.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

“Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the party named as the “Company” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, a Vice Chairman of the Board, its Chief Executive Officer, its President, a Vice President or its Chief Financial Officer and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Securities.

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“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of such Board of Directors on the date of the Indenture; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Consolidated Net Worth” means, the shareholders’ equity of the Company and its consolidated Subsidiaries, as shown on the consolidated balance sheet of the Company’s latest quarterly or annual report filed with the Commission, prepared in accordance with GAAP.

“Corporate Trust Office” means the corporate trust office of the Trustee, which, at the time of the execution of this Indenture is located in the City of New York.

“Covenant Defeasance” has the meaning specified in Section 12.03.

“Credit Agreement” means the Amended and Restated Credit Agreement, dated as of May 4, 2004, by and among Owens & Minor Distribution, Inc. and Owens & Minor Medical, Inc., as Borrowers, the Company and certain of its Subsidiaries as Guarantors, the banks identified therein, Wachovia Bank, National Association and SunTrust Bank, as Syndication Agents, and Bank of America, N.A., as Administrative Agent, as amended from time to time.

“Credit Facilities” means, one or more debt facilities, commercial paper facilities, or capital markets financings, in each case with banks, investment banks, other institutional lenders or investors or trustees providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, or capital markets financings, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Defaulted Interest” shall have the meaning set forth in Section 3.07.

“Defeasance” shall have the meaning specified in Section 12.02.

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“Depositary” means, with respect to the Securities issuable or issued in whole or in part in the form of one or more Global Securities, DTC or another clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities contemplated by Section 3.01 and if at any time there is more than one such person, “Depositary” as used with respect to the Securities shall mean the Depositary with respect to the Securities.

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debts.

“DTC” means the Depository Trust Company, its nominee and their respective successors and assigns.

“Event of Default” shall have the meaning set forth in Section 5.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Expiration Date” has the meaning specified in Section 1.05.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

“Global Security” means a Security that evidences all or part of the Securities that is executed by the Company and authenticated and delivered by the Trustee to a Depositary or pursuant to such Depositary’s instructions, all in accordance with this Indenture and that bears the legend set forth in Section 2.04.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Obligation” shall have the meaning specified in Section 1.05.

“Guarantor” means any Subsidiary that has outstanding, incurs or guarantees Specified Indebtedness; provided that upon the release or discharge of such Subsidiary from its Subsidiary Guarantee in accordance with the provisions of this Indenture, such Subsidiary shall cease to be a Guarantor.

“Headquarters Facility” means the Company’s principal executive offices located at 9120 Lockwood Boulevard, Mechanicsville, Virginia.

“Holder” or “Securityholder” means a Person in whose name a Security is registered in the Security Register.

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“Indebtedness” means indebtedness for borrowed money from third Persons.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company.

“Initial Securities” means the $200,000,000 aggregate principal amount of [      ]% Senior Notes due 2016 issued by the Company on the Issue Date.

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P and by Fitch.

“Issue Date” means the date the Securities are first issued under the Indenture.

“Legal Holiday” shall have the meaning set forth in Section 1.14.

“Lien” means any mortgage, lien, pledge, charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), security interest or other encumbrance.

“Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Notice of Default” shall have the meaning set forth in Section 5.01.

“Officer” means the Chairman of the Board, any Vice Chairman, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

“Officers’ Certificate” means a written certificate signed in the name of the Company by its Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. One of the Officers signing an Officers’ Certificate given pursuant to Section 10.04 shall be the principal executive, financial or accounting officer of the Company.

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“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee and who may be an employee of, or counsel to, the Company or the Trustee.

“Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(1) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(2) Securities or portions thereof for whose payment or redemption money in the necessary amount and in the required currency or currency unit has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or any other obligor upon the Securities) in trust or set aside and segregated in trust by the Company or any other obligor upon the Securities (if the Company or any other obligor upon the Securities shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(3) Securities as to which Defeasance has been effected pursuant to Section 12.02; and

(4) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, Securities owned by the Company, any Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor or any other obligor upon the Securities or any Affiliate of the Company, any Guarantor or of such other obligor.

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“Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.

“Permitted Liens” means:

(1) Liens existing on the Issue Date;

(2) Liens on property created at the time of acquisition of such property or within six months after such time to secure all or a part of the cost of acquiring, constructing or improving all or any part of such property or to secure debt incurred no later than six months after the time of acquisition or the date of completion of construction or improvement or the date of commencement of full operations to provide funds for the reimbursement of funds expended for the foregoing purposes;

(3) Liens existing on any property of a corporation or other entity at the time it became or becomes a Subsidiary of the Company (provided that the Lien has not been created or assumed in contemplation of such Person becoming a Subsidiary of the Company);

(4) Liens securing Indebtedness owing by a Subsidiary to the Company or to one or more of its Subsidiaries;

(5) rights of set–off over deposits of the Company or a Subsidiary held by financial institutions;

(6) Liens in favor of any governmental authority of any jurisdiction securing the obligation of the Company or any of its Subsidiaries pursuant to;

(7) any extension, renewal, substitution or replacement of the foregoing, provided that the principal amount is not increased and that such Lien is not extended to other property except for the amount of any premium required to be paid in connection with such extension, renewal, substitution or replacement pursuant to the terms of the Indebtedness extended, renewed, substituted or replaced or the amount of any premium reasonably determined by the Company as necessary to accomplish such extension, renewal, substitution or replacement by means of a tender offer, exchange offer or privately negotiated repurchase, plus the expenses of the Company or such Subsidiary incurred in connection with such extension, renewal, substitution or replacement; and

(8) Liens in favor of the Trustee as provided for in this Indenture on money or property held in its capacity as Trustee.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity.

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“Place of Payment,” when used with respect to the Securities, means the place or places where, subject to the provisions of Section 10.02, the principal of and any interest or premium on the Securities are payable.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Property” means all real and tangible property owned or leased by the Company or any Subsidiary.

“Rating Agency” means each of S&P, Moody’s and Fitch, or if S&P, Moody’s or Fitch or all three shall not make a rating on the Securities publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by a Board Resolution) which shall be substituted for S&P, Moody’s or Fitch, or all three, as the case may be.

“Rating Event Date” shall have the meaning specified in Section 1.05.

“Redemption Date” or “redemption date,” when used with respect to any Security to be redeemed in whole or in part, shall mean the date specified for such redemption in accordance with the terms of such Security and this Indenture.

“Redemption Price” or “redemption price,” when used with respect to any Security to be redeemed in whole or in part, means the price at which it is to be redeemed pursuant to the terms of such Security and this Indenture.

“Reference Treasury Dealer” means each of (1) Lehman Brothers Inc. and its affiliates which are primary U.S. Government securities dealers in the United States (a “Primary Treasury Dealer”), and their respective successors and (2) four other Primary Treasury Dealers; provided, however, that if any of the foregoing or their affiliates shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such redemption date.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities means the date specified for that purpose.

“Responsible Officer” means any corporate trust officer located at the Corporate Trust Office of the Trustee including any Vice President, Assistant Vice President, Treasurer, Assistant Treasurer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular

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matter, any other officer to whom such matter is referred because of such officer’s knowledge and familiarity with the particular subject and who is charged with the administration of this Indenture.

“Sale and Leaseback Transaction” means the sale or transfer by the Company or any Subsidiary of any property to a Person and the taking back by the Company or any Subsidiary, as the case may be, of a lease of such property.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Securities” mean the Initial Securities and any Additional Securities issued under this Indenture.

“Securityholder” or “Holder” means a Person in whose name a Security is registered in the Security Register.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 3.05.

“Special Record Date” for the payment of any Defaulted Interest on the Securities means a date fixed by the Trustee pursuant to Section 3.07.

“Specified Indebtedness” means (i) any Indebtedness under the Credit Agreement and (ii) any Indebtedness incurred under Credit Facilities that refinance such Indebtedness.

“Stated Maturity,” when used with respect to any security or any installment of principal thereof or interest thereon, means the date specified in such security as the fixed date on which an amount equal to the principal of such security or an installment of principal thereof or interest thereon is due and payable.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means any Guarantee by a Guarantor of the Guaranteed Obligations pursuant to the provisions of this Indenture.

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“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939, as in effect on the date of this Indenture, provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” or “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939, as so amended.

“Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Trustee” means the party named as the “Trustee” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. If there shall be at one time more than one Trustee hereunder, “Trustee” shall mean each such Trustee and shall apply to each such Trustee only with respect to those Securities with respect to which it is serving as Trustee.

“U.S. Government Obligation” has the meaning specified in Section 12.04.

“Vice President,” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

SECTION 1.03. COMPLIANCE CERTIFICATES AND OPINIONS.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee (1) such certificates and opinions as may be required under the Trust Indenture Act and (2) an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, provided for in this Indenture, relating to the proposed action have been complied with. Each certificate or opinion required under the Trust Indenture Act shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1) a statement that each Person making such Officers’ Certificate or Opinion of Counsel has read such covenant or condition;

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(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers’ Certificate or Opinion of Counsel are based;

(3) a statement that, in the opinion of each such Person, he or she has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement that, in the opinion of such Person, such covenant or condition has been complied with.

SECTION 1.04. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, or a certificate or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters is erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 1.05. ACTS OF HOLDERS; RECORD DATES.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company and any agent of the Trustee and the Company, if made in the same manner provided in this Section.

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The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite aggregate principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite aggregate principal amount of Outstanding Securities on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities in the manner set forth in Sections 1.06 and 1.07.

The Trustee may, but shall not be obligated to, set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to join in the giving and making of (a) any Notice of Default, (b) any declaration of acceleration referred to in Section 5.02, (c) any request to institute proceedings referred to in Section 5.07(2), (d) any direction

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referred to in Section 5.12 or (e) any waiver of past defaults referred to in Section 5.13, in each case with respect to Securities. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite aggregate principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite aggregate principal amount of Outstanding Securities on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities in the manner set forth in Sections 1.06 and 1.07.

With respect to any record date set pursuant to this Section, the party hereto which sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities in the manner set forth in Section 1.07, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 90th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 90th day after the applicable record date.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

SECTION 1.06. NOTICES TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with:

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished, or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Division, or if sent by facsimile transmission, to a facsimile number provided by the Trustee, with a copy mailed, first class postage prepaid to the Trustee addressed to it as provided above; and

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(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention: Chief Financial Officer, or if sent by facsimile transmission, to a facsimile number provided to the Trustee by the Company, with a copy mailed, first class postage prepaid, to the Company addressed to it as provided above.

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

SECTION 1.07. NOTICE TO HOLDERS; WAIVER.

Any notice or communication given to a Holder of Securities shall be mailed to such Securityholder at the Securityholder’s address as it appears on the registration books of the Security Registrar and shall be sufficiently given if so mailed within the time prescribed for the giving of such notice.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not received by the addressee.

If the Company mails a notice or communication to the Holders of Securities, it shall mail a copy to the Trustee and each Security Registrar, co-registrar or Paying Agent, as the case may be, with respect to the Securities.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice to Holders of Securities by mail, then such notification as shall be made with the acceptance of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Security shall affect the sufficiency of such notice with respect to other Holders of Securities.

SECTION 1.08. CONFLICT WITH TRUST INDENTURE ACT.

If any provision of this Indenture limits, qualifies or conflicts with a provision of the TIA which is required under the TIA to be a part of and govern this Indenture, the required provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

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SECTION 1.09. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.10. SUCCESSORS AND ASSIGNS.

All covenants and agreements of the Company in this Indenture and the Securities shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not.

SECTION 1.11. SEPARABILITY CLAUSE.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.12. BENEFITS OF INDENTURE.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent and any Security Registrar and their successors hereunder and the Holders of Securities, any benefits or any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.13. GOVERNING LAW.

This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 1.14. LEGAL HOLIDAYS.

A “Legal Holiday” is any day other than a Business Day. If any specified date (including an Interest Payment Date, Redemption Date or Stated Maturity of any Security, or a date for giving notice) is a Legal Holiday at any Place of Payment or place for giving notice, then (notwithstanding any other provision of this Indenture or of the Securities other than a provision in the Securities which specifically states that such provision shall apply in lieu of this Section) payment of interest or principal or premium, if any, need not be made at such Place of Payment, or such other action need not be taken, on such date, but the payment or action shall be taken on the next succeeding day that is not a Legal Holiday at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity or such other date and no interest, if any, shall accrue for the intervening period.

SECTION 1.15. NO RECOURSE AGAINST OTHERS.

No director, officer, employee, incorporator or shareholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability to the extent permitted by applicable law. The waiver and release are part of the consideration for issuance of the Securities.

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ARTICLE TWO

SECURITY FORMS

SECTION 2.01. FORMS AND DATING.

The Securities and the Trustee’s certificate of authentication shall be in substantially the form of Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law, with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities as evidenced by their execution of the Securities.

The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the Officers executing such Securities as evidenced by their execution of such Securities.

The terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this Indenture, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Security thereon conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security Legend and the “Schedule of Exchanges in the Global Security” attached thereto). Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security Legend and without the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Each Global Security shall represent such aggregate principal amount of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee, the Depositary or the Trustee, in accordance with instructions given by the Holder thereof as required by Section 3.05 hereof.

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SECTION 2.02. [INTENTIONALLY OMITTED].

SECTION 2.03. [INTENTIONALLY OMITTED].

SECTION 2.04. FORM OF LEGEND FOR GLOBAL SECURITIES.

Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED OR TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF                                  OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO                                  OR TO SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,                                 , HAS AN INTEREST HEREIN.

ARTICLE THREE

THE SECURITIES

SECTION 3.01. AMOUNT UNLIMITED

The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture shall be unlimited.

SECTION 3.02. DENOMINATIONS.

The Securities shall be issuable in denominations of $2,000 and integral multiples of $1,000 thereof.

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SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its Vice Chairmen, its Chief Executive Officer, its President, one of its Vice Presidents, its Chief Financial Officer or its Treasurer or any Assistant Treasurer. The signature of any such officer on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities (i) on the Issue Date, the Initial Securities in an aggregate principal amount of $200.0 million of Initial Securities and (ii) subject to the provisions of Section 3.12, at any time and from time to time thereafter, Additional Securities in an aggregate principal amount specified in such authentication order. Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Each Depositary designated for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Notwithstanding the foregoing, if any Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09 together with a written statement (which need not comply with Section 1.03 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 3.04. TEMPORARY SECURITIES.

Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. Any such temporary Securities may be in global form, representing such of the Outstanding Securities as shall be specified therein.

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If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities of upon surrender of the temporary Securities at the office or agency of the Company in a Place of Payment, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and (in accordance with a Company Order delivered at or prior to the authentication of the first definitive Security) the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such tenor.

Any temporary Global Security and any permanent Global Security shall, unless otherwise provided therein, be delivered to DTC.

SECTION 3.05. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

The Company shall cause to be kept at an office in New York City designated by the Trustee, a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby initially appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 10.02 for such purpose in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like Stated Maturity and aggregate principal amount and tenor.

At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like Stated Maturity and aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

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Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee for such Securities shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

The Company may but shall not be required (a) to issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

The provisions of Clauses (1), (2), (3), (4) and (5) below shall apply only to Global Securities:

(1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

(2) Notwithstanding any other provision of this Section or Sections 3.03 and 3.04, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a portion of the Securities may not be transferred except as a whole by the Depositary for such Securities to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary.

(3) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (a) such Depositary has notified the Company that it is unwilling, unable to continue as Depositary for such Global Security or has ceased to be a clearing agency registered

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under the Exchange Act and the Company has not appointed a successor within 90 days after such notification, (b) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable, subject to such Depositary’s procedures, or (c) there shall have occurred and be continuing an Event of Default with respect to such Global Security.

(4) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(5) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06, or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of principal amount and of a like Stated Maturity, bearing a number not contemporaneously Outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Securities under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in exchange for any mutilated Security or in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities.

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The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest payment.

Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money in Cash for the Securities equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities at his or her address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

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(2) The Company may make payment of any Defaulted Interest on the Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 3.08. PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 3.05 and Section 3.07) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

No holder of any beneficial interest in any Global Security held directly or indirectly on its behalf by a Depositary (or its nominee) shall have any rights under this Indenture with respect to such Global Security or any Security represented thereby, and such Depositary may be treated by the Company, the Guarantors, the Trustee, and any agent of the Company, the Guarantors or the Trustee as the owner of such Global Security or any Security represented thereby for all purposes whatsoever. Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Guarantors, the Trustee, or any agent of the Company, the Guarantors or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests in the Securities, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominees) as Holder of any Security.

SECTION 3.09. CANCELLATION.

All Securities surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and all Securities so delivered shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever (including Securities received by the Company in exchange or payment for other Securities of the

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Company) and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered to the Trustee shall be promptly canceled by the Trustee. The Company may not reissue, or issue new Securities to replace, Securities it has paid for or delivered to the Trustee for cancellation. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and the Trustee shall deliver a certificate of such disposition to the Company upon receipt of a request therefor.

SECTION 3.10. COMPUTATION OF INTEREST.

Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11. CUSIP AND ISIN NUMBERS.

The Company in issuing the Securities may use “CUSIP” or “ISIN” numbers or both numbers (if then generally in use), and, if so, the Trustee shall use such “CUSIP” or “ISIN” numbers or both numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” or “ISIN” numbers.

SECTION 3.12. ISSUANCE OF ADDITIONAL SECURITIES.

The Company shall be entitled to issue Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price, and first payment of interest.

With respect to any Additional Securities, the Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:

(a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; and

(b) the issue price, the issue date and the CUSIP number and corresponding ISIN of such Additional Securities.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly

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provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

(1) either

(a) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or

(b) all such Securities not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee, as trust funds in trust for the purpose, Cash, U.S. Government Obligations, or a combination thereof, in an amount sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company relating to the Securities;

(3) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound;

(4) the Company has deposited irrevocable instructions to the Trustee to apply the deposited money toward the payment of such Securities at Maturity or the Redemption Date, as the case may be; and

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(5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Company to any Authenticating Agent under Section 6.14 and, if Cash, U.S. Government Obligations, or a combination thereof, shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive.

SECTION 4.02. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with, or received by, the Trustee.

ARTICLE FIVE

REMEDIES

SECTION 5.01. EVENTS OF DEFAULT.

“Event of Default,” wherever used herein with respect to the Securities, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) Default in the payment of any interest upon any Security when it becomes due and payable, and continuance of such Default for a period of 30 days;

(2) Default in the payment of principal of or any premium on any Security at its Maturity;

(3) failure by the Company or any Guarantor to comply with its obligations under Article Eight;

(4) Default in the performance, or breach, of any covenant or warranty of the Company or any Guarantor in this Indenture or the Securities (other than a covenant or warranty whose performance or breach is elsewhere in this Section specifically dealt with), and continuance of such Default or breach for a period of 60 days after there

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has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities a written notice specifying such Default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(5) the Company or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), other than Indebtedness owed to the Company or a Significant Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, which default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of any grace period provided in such Indebtedness (“payment default”); or

(b) results in the cross-acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”);

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $25 million or more;

(6) the Company or a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case or proceeding;

(b) consents to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding;

(c) consents to the appointment of a Custodian of it or for any substantial part of its property;

(d) makes a general assignment for the benefit of its creditors;

(e) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it;

(f) takes any corporate action to authorize or effect any of the foregoing; or

(g) takes any comparable action under any foreign laws relating to insolvency; or

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(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief in an involuntary case against the Company or a Subsidiary pursuant to or within the meaning of any Bankruptcy Law;

(b) appoints a Custodian for all or substantially all of the property of the Company or a Significant Subsidiary; or

(c) orders the winding up or liquidation of the Company or a Significant Subsidiary; and

(d) in each case the order, decree or relief remains unstayed and in effect for 60 days; or

(8) any Subsidiary Guarantee ceases to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor or Person acting by or on behalf of such Guarantor denies or disaffirms its obligations under this Indenture or any Subsidiary Guarantee.

SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default with respect to the Securities at the time Outstanding (other than an Event of Default specified in Section 5.01(6) or 5.01(7) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities by notice to the Company and the Trustee, may declare the principal amount of all the Securities to be immediately due and payable. Upon such a declaration, such principal (or portion thereof) together with accrued interest and all other amounts owing hereunder, shall be due and payable immediately. If an Event of Default specified in Section 5.01(6) or 5.01(7) occurs, the principal amount (or portion thereof) and accrued interest of all the Securities then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders.

At any time after such a declaration of acceleration with respect to Outstanding Securities has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(1) the Company has paid or deposited with the Trustee in Cash a sum sufficient to pay:

(a) all overdue interest on all Securities,

(b) the principal of (and premium, if any, on) any Securities which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,

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(c) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

(d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(2) all Events of Default with respect to Securities, other than the non-payment of the principal of Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent Default or impair any right consequent thereon.

The Trustee shall have no obligations or liability for failure to act in connection with any Event of Default not actually known to a Responsible Officer.

SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

The Company covenants that if:

(1) Default is made in the payment of any interest on any Security when such interest becomes due and payable and such Default continues for a period of 30 days, or

(2) Default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses, disbursements and advances of the Trustee, its agents and counsel.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such right, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

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SECTION 5.04. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the Company, the Guarantors or any other obligor upon the Securities, or the property of the Company, the Guarantors or of such other obligor or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

SECTION 5.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 5.06. APPLICATION OF MONEY COLLECTED.

Any money collected by the Trustee pursuant to this Article with respect to the Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First: To the payment of all amounts due the Trustee under Section 6.07;

Second: To the payment of the amounts then due and unpaid for principal of any premium and interest on the Securities in respect of which or for the benefit of which such

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money had been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, and any premium and interest, respectively; and

Third: The balance, if any, to the Company.

SECTION 5.07. LIMITATION ON SUITS.

No Holder of any Security shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities;

(2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders of the Securities.

SECTION 5.08. RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.

Notwithstanding any other provision of this Indenture, the right, which is absolute and unconditional, of any Holder of any Security to receive payment of the principal of and (subject to Section 3.07) interest and premium, if any, on such Security on the Stated Maturity expressed in such Security (or, in the case of redemption, on the Redemption Date) held by such Holder, on or after the respective due dates expressed in the Securities or any Redemption Date, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected adversely without the consent of each such Holder.

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SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11. DELAY OR OMISSION NOT WAIVER.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 5.12. CONTROL BY HOLDERS.

The Holders of a majority in aggregate principal amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities, provided that:

(1) such direction shall not be in conflict with any rule of law or with this Indenture, and

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

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SECTION 5.13. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may, on behalf of the Holders of all the Securities, waive any past Default hereunder with respect to the Securities and its consequences, except a Default:

(1) in the payment of the principal of or any premium or interest on any Security, or

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security affected.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 5.14. UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 5.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 5.07 or 5.08 or a suit by Holders of more than l0% in aggregate principal amount of the Outstanding Securities.

SECTION 5.15. STAY, EXTENSION AND USURY LAWS.

The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES.

The duties and responsibilities of the Trustee shall be as provided by this Indenture and the Trust Indenture Act.

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(a) Except during the continuance of an Event of Default with respect to the Securities,

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof.

(b) In case an Event of Default with respect to the Securities has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(1) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities pursuant to Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities; and

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

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(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee (when serving in such capacity or in the capacity of Paying Agent, Security Registrar, or any other capacity under this Indenture) shall be subject to the provisions of this Section.

SECTION 6.02. NOTICE OF DEFAULTS.

Within 90 days after the occurrence of any Default or Event of Default hereunder with respect to the Securities, the Trustee shall transmit by mail to all Holders of Securities, as their names and addresses appear in the Security Register, notice of such Default or Event of Default hereunder known to a Responsible Officer of the Trustee, unless such Default or Event of Default shall have been cured or waived; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal of (or premium, if any) or interest on any Security, the Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders of Securities.

SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Section 6.01:

(1) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise expressly provided herein, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate and an Opinion of Counsel;

(4) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or

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direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(8) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

(9) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each officer, director and employee of the Trustee and any agent, custodian and other Person employed by the Trustee to act hereunder;

(10) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

(11) the permissive right of the Trustee to take actions permitted by this Indenture shall not be construed as a duty or obligation; and

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(12) the Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.

SECTION 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

SECTION 6.05. MAY HOLD SECURITIES.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not such Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 6.06. MONEY HELD IN TRUST.

Money held by the Trustee for the Securities in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

SECTION 6.07. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

(1) to pay to the Trustee from time to time compensation for all services rendered by it hereunder as shall be agreed upon in writing by the Trustee and the Company (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel); and

The Company and the Guarantors shall indemnify, defend and hold the Trustee and any predecessor Trustee (and their officers, directors, employees and agents) harmless for and against, any and all loss, liability, damages, claim or expense, including

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taxes (other than taxes based upon, measured by or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The Company need not reimburse any expense, disbursement or advance, and the Company and the Guarantors need not indemnify, defend or hold the Trustee or predecessor Trustee (or their officers, directors, employees or agents) harmless for and against any loss, liability, damages, claims or expenses incurred by the Trustee, to the extent such expense, disbursement, advance, loss, liability, damages, claims or expenses was proven to have been caused by the Trustee’s negligence or bad faith.

The foregoing provisions shall be applicable to the Trustee when serving in its capacity as Trustee and when serving as Paying Agent, Security Registrar or in any other capacity under this Indenture.

The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 6.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(6) or 5.01(7), such expenses (including the reasonable fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy Law.

This section shall survive the discharge of the Indenture and the resignation or removal of the Trustee.

SECTION 6.08. CONFLICTING INTERESTS.

If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be subject to disqualification if the Company has sustained the burden of proving, upon application to the Commission and after opportunity for hearing thereon, that the conflicting interest in question is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee from acting hereunder.

SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be one (and only one) Trustee hereunder with respect to the Securities. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person files reports of condition at least annually, pursuant to law or to the requirements of its

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supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so filed. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

The Trustee may resign at any time with respect to the Securities by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor Trustee.

The Trustee may be removed at any time with respect to the Securities by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the Company.

If at any time:

(1) the Trustee shall fail to comply with Section 6.08, or

(2) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (a) the Company by a Company Order may remove the Trustee, or (b) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. If an instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities.

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If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities, the Company, by a Company Order, shall promptly appoint a successor Trustee and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall have not been appointed by the Company pursuant to Section 6.10, then a successor Trustee may be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders of Securities in the manner provided in Section 1.07. Each notice shall include the name of the successor Trustee with respect to the Securities and the address of its Corporate Trust Office.

SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all amounts due and owing to the retiring Trustee, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. In case of the appointment hereunder of a successor Trustee, the Company, the retiring Trustee and the successor Trustee shall execute and deliver an indenture supplemental hereto wherein the successor Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Trustee all the rights, powers, trusts and duties of the retiring Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

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No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee or the Authentication Agent, any successor by merger, conversion or consolidation to such authenticating Trustee or Authentication Agent, as the case may be, may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee or successor Authentication Agent had itself authenticated such Securities.

SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein.

SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

At any time when any of the Securities remain Outstanding, the Trustee, with the concurrence of the Company, may appoint an Authenticating Agent which shall be authorized to act on behalf of the Trustee to authenticate the Securities issued upon original issue, and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal, state or District of Columbia authority. If such Authenticating Agent files reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus

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as set forth in its most recent report of condition so filed. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment in the manner provided in Section 1.07 to all Holders of Securities with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

If an appointment with respect to the Securities is made pursuant to this Section, the Securities may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

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This is one of the Securities designated herein referred to in the within-mentioned Indenture.

[Name of Trustee],
As Trustee
By:
	As Authenticating Agent
By:
	Authorized Signatory

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

If the Trustee is not acting as Security Registrar for the Securities and to the extent otherwise required by the Trust Indenture Act, the Company will furnish or cause to be furnished to the Trustee in writing:

(1) at least five Business Days before each Interest Payment Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of the Securities as of such dates, and

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.

The Company shall otherwise comply with Section 312(a) of the Trust Indenture Act.

SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

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The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to the names and addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 7.03. REPORTS BY TRUSTEE.

The Trustee shall transmit to Holders within 60 days of May 15 of each year such reports concerning the Trustee and its actions under this Indenture as may be required and in the manner specified in the Trust Indenture Act with respect to the 12-month period ending on May 15 of such year.

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.

SECTION 7.04. REPORTS BY COMPANY.

The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such of the information, documents and other reports, and such summaries thereof, which may be required pursuant to Section 13 of the Exchange Act in respect of which a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

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ARTICLE EIGHT

CONSOLIDATION, MERGER AND SALE OF ASSETS

SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Company shall not merge or consolidate with or into another other Person and shall not sell, lease or convey, in a single transaction or in a series of transactions, all or substantially all of its assets to any Person, unless:

(a) the continuing or successor corporation (if other than the Company) or the Person that acquires all or substantially all of its assets is a corporation organized and existing under the laws of the United States or a state thereof or the District of Columbia and expressly assumes all its obligations under the Securities and this Indenture or assumes such obligations as a matter of law;

(b) immediately after giving effect to such merger, consolidation, sale, lease or conveyance, there is no Default or Event of Default under this Indenture; and

(c) the Company delivers or causes to be delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such merger, consolidation, sale, lease or conveyance complies with this Indenture.

SECTION 8.02. SUCCESSOR SUBSTITUTED.

The successor Person formed by such consolidation or into which the Company is merged or the successor Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter except in the case of a lease of all or substantially all of its properties and assets, the Company shall be discharged from all obligations and covenants under this Indenture and the Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, when requested by or pursuant to a Company Request, at any time and from time to time, may amend this Indenture or enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

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(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the obligations of the Company herein and in the Securities; or

(2) to add to the covenants of the Company and the Subsidiaries, as applicable, for the benefit of the Holders of the Securities or to surrender any right or power herein conferred upon the Company; or

(3) to add any additional Events of Default for the benefit of the Holders of the Securities; or

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or

(5) to secure the Securities pursuant to the requirements of Section 10.09 or otherwise; or

(6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee; or

(7) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or

(8) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (8) shall not adversely affect the interests of the Holders of Securities in any material respect.

After an amendment or supplement under this Section becomes effective, the Company shall mail to the Securityholders affected thereby a notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution and the Trustee, when requested by a Company Request, may enter into an indenture or indentures supplemental hereto or amend this

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Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture and, subject to Section 5.13, any past default or compliance with any provisions of this Indenture may be waived with the written consent of the Holders of a majority in principal amount of the Outstanding Securities (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, no such supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of any Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment, on or after the Redemption Date or any repayment date); or

(2) reduce the percentage in aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) provided for in this Indenture; or

(3) change the relative seniority or ranking of the Security; or

(4) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with Section 5.13; or

(5) modify any of the provisions of this Section, Section 5.13 or Section 9.01, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 9.01, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(7).

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed amendment, waiver or supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange.

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After an amendment or supplement under this Section becomes effective, the Company shall mail to the Securityholders a notice briefly describing such amendment or supplement. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel and Officer’s Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties, privileges, protections, benefits or immunities under this Indenture or otherwise.

SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURES.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

SECTION 9.07. REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.

A consent to an amendment, supplement or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or

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waiver is not made on the Security. Any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives a written notice of revocation before the date the amendment, supplement or waiver becomes effective or otherwise in accordance with any related solicitation documents. After an amendment, supplement or waiver becomes effective, it shall bind every Securityholder unless it makes a change described in any of clauses (1) through (5) of Section 9.02, in which case the amendment, supplement, waiver or other action shall bind each Securityholder who has consented to it and every subsequent Securityholder that evidences the same debt as the consenting Holder’s Securities. An amendment, supplement or waiver shall become effective upon receipt by the Trustee of the requisite number of written consents under Section 9.02.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described in Section 9.02 above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. If the Trustee sets a record date for a vote or other action to be taken by Holders of the Securities, that vote or action may be taken only by persons who are holders of Outstanding Securities on the record date and the action voted upon must be effective within 90 days following the record date.

ARTICLE TEN

COVENANTS

SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company covenants and agrees for the benefit of the Holders of the Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities in accordance with the terms of the Securities and this Indenture. In the absence of contrary provisions with respect to the Securities, interest on the Securities may, at the option of the Company, be paid by check mailed to the address of the Person entitled thereto as it appears on the Security Register; provided, however, that payments of interest will be made by wire transfer if a Holder of at least $1.0 million in principal amount of Securities has given wire transfer instructions to the Trustee at least five business days prior to the applicable Interest Payment Date. An installment of principal of or interest on the Securities shall be considered paid on the date it is due if the Trustee or a Paying Agent (other than the Company or an Affiliate of the Company) holds on that date immediately available funds designated for and sufficient to pay such installment. To the extent lawful, the Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the rate per annum borne by the Securities.

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SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY.

As long as any of the Securities remain Outstanding, the Company will maintain in each Place of Payment for the Securities an office or agency where the Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. An office in New York City designated by the Trustee shall be such office or agency of the Company, unless the Company shall designate and maintain some additional office or agency for one or more of such purposes. If at any time the Company shall fail to maintain any such required office or agency in respect of any Securities or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders of Securities may be made and notices and demands may be made or served at the address of the Trustee set forth in Section 1.06, and the Company hereby appoints the Trustee as its agent to receive all such notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 10.03. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of or any premium or interest on any of the Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents, it will, prior to each due date of the principal of or any premium or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of its action or failure so to act.

The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (b) during the continuance of any Default by the Company (or any other obligor upon the Securities) in the making of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities.

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The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company upon receipt of a Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, if any such money represents the principal of, premium, if any, or interest payable with respect to Securities that are in bearer form or that are registered to bearer, the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in each Place of Payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 10.04. COMPLIANCE CERTIFICATE.

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, one of the signatures of which shall be that of the Company’s principal executive, financial or accounting officer, stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default or Event of Default and whether or not, to the best knowledge of the signers thereof, the Company is in Default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) or there is an Event of Default and, if the Company shall be in Default or there is an Event of Default, specifying all such Defaults and Events of Default and the nature and status thereof.

SECTION 10.05. CORPORATE EXISTENCE.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence in accordance with its organizational documents (as the same may be amended from time to time), rights (charter and statutory), licenses and franchises; provided, however, that the Company shall not be

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required to preserve any such right, license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Subsidiaries, taken as a whole, and that the loss thereof is not, and will not be, disadvantageous in any material respect to the Holders.

SECTION 10.06. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will or will cause a Subsidiary to pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (b) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Company), are being maintained in accordance with generally accepted accounting principles in the United States of America or if the Company shall determine that the failure to pay would not have a material adverse effect on the Company and its subsidiaries taken as a whole.

SECTION 10.07. OFFER TO REPURCHASE UPON CHANGE OF CONTROL TRIGGERING EVENT

(a) Upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Securities at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event and stating: (1) that the Change of Control Offer is being made pursuant to this Section 10.07 and that all Securities tendered will be accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Security not tendered will continue to accrue interest; (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (5) that Holders electing to have any Securities purchased pursuant to a Change of Control Offer will be required to surrender the Securities, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Securities completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Securities delivered for purchase, and a statement that such Holder is withdrawing his election to have the Securities purchased; and (7) that

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Holders whose Securities are being purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 thereof. The Company shall comply with the requirements of Rule 14e–1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Securities in connection with a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 10.07, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 10.07 by virtue of such conflict.

(b) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions thereof properly tendered and (3) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Securities properly tendered the Change of Control Payment for such Securities, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered by such Holder, if any; provided, that each such new Security shall be in a principal amount of $2,000 or an integral multiple of $1,000 thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third Person makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 10.07 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Company and purchases all Securities properly tendered and not withdrawn under such Change of Control Offer.

SECTION 10.08. REMOVAL OF REPURCHASE OBLIGATION UPON CHANGE OF CONTROL

If on any date following the date of this Indenture:

(a) the Securities are assigned an Investment Grade Rating from all three Rating Agencies (such date being the “Rating Event Date”); and

(b) no Default or Event of Default shall have occurred and be continuing,

then beginning on that day and continuing at all times thereafter regardless of any changes in the rating of the Securities, Section 10.07 hereof will not longer be applicable to the Securities.

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SECTION 10.09. LIMITATIONS ON LIENS.

The Company shall not, and shall not permit any Subsidiary to issue, incur, assume or guarantee any Indebtedness secured by a Lien, other than a Permitted Lien, upon any Property of the Company or any Subsidiary, without in any such case making effective provision whereby the Securities shall be secured equally and ratably with, or prior to, such Indebtedness for so long as such Indebtedness shall be so secured unless, after giving effect to such Lien, the aggregate amount of secured Indebtedness then outstanding (excluding Indebtedness secured by Permitted Liens) plus the value (as defined in Section 10.10) of all Sale and Leaseback Transactions (other than those described in paragraphs (1) and (2) of Section 10.10) then outstanding would not exceed 10% of the Company’s Consolidated Net Worth.

SECTION 10.10. RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS.

The Company will not itself, and it will not permit any Subsidiary to, enter into any Sale and Leaseback Transaction unless either:

(1) the Sale and Leaseback Transaction:

(a) involves a lease for a period, including renewals, of not more than three years;

(b) involves newly constructed property, and the sale or transfer occurs within 120 days after the completion of construction of full operation thereof; provided, however, that if the Sale and Leaseback Transaction involves new construction on real property acquired by the Company more than 120 days prior to the date of the Sale and Leaseback Transaction, then such Sale and Leaseback Transaction shall be deemed a permissible Sale and Leaseback Transaction under this clause but only to the extent of the value of the newly constructed property;

(c) occurs within 120 days from the date of the acquisition of the property subject thereto;

(d) involves the Company’s Headquarters Facility; or

(e) is with the Company or one of its Subsidiaries; or

(2) the Company or any Subsidiary, within 120 days after the Sale and Leaseback Transaction shall have occurred, applies or causes to be applied an amount equal to the value of the property so sold and leased back at the time of entering into such arrangement to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Company or any Subsidiary that is not subordinated to the Securities and that has a Stated Maturity of more than twelve months; or

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(3) the Company or such Subsidiary would be entitled pursuant to Section 10.09 to create, incur, issue or assume Indebtedness secured by a Lien, other than a Permitted Lien, on the property without equally and ratably securing the Securities.

As used in this Section 10.10, the term “value” shall mean, with respect to a Sale and Leaseback Transaction, as of any particular time an amount equal to the greater of (i) the net proceeds of sale of the property leased pursuant to such Sale and Leaseback Transaction, or (ii) the fair value of such property at the time of entering into such Sale and Leaseback Transaction as determined by the Board of Directors of the Company, in each case multiplied by a fraction of which the numerator is the number of full years of remaining term of the lease (without regard to renewal options) and the denominator is the full years of the full term of the lease (without regard to renewal options).

SECTION 10.11. REPORTS.

(a) If the Company ceases to be subject to the reporting requirements of the Exchange Act, so long as any Securities are outstanding, the Company shall furnish to the Trustee and Holders of Securities, within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10–Q and 10–K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8–K if the Company were required to file such reports.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates).

SECTION 10.12. STAY, EXTENSION AND USURY LAWS.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby

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expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 10.13. ADDITIONAL SUBSIDIARY GUARANTEES.

Any Subsidiary of the Company which incurs, has outstanding or Guarantees any Specified Indebtedness shall, simultaneously with such incurrence or guarantee (or, if the Subsidiary has outstanding or Guarantees Specified Indebtedness at the time of its creation or acquisition, at the time of such creation or acquisition), become a Guarantor and execute and deliver to the Trustee a Supplemental Indenture pursuant to which such Subsidiary shall agree to Guarantee the Company’s obligations under the Securities.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 11.01. APPLICABILITY OF ARTICLE.

Securities which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and in accordance with this Article.

SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities shall be pursuant to a Board Resolution and evidenced by a Company Order. In case of any redemption at the election of the Company of less than all of the Securities (including any such redemption affecting only a single Security), the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities not previously called for redemption, in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed, or, if such Securities are not so listed, pro rata or by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate (and in such manner as complies with applicable legal requirements) and which may provide for the selection for redemption of a

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portion of the principal amount of any Security, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. The selection, by the Trustee, of the Securities to be redeemed shall be conclusive and binding and the Trustee shall incur no liability in connection with such selection.

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Notwithstanding anything else contained in this Section 11.03, the selection of Securities, or portions thereof, that are represented by a Global Security or that are held by or on behalf of a Depositary, in the case of any partial redemption, shall also be made in accordance with the applicable rules and procedures of such Depositary and neither the Trustee nor the Company shall have any liability or responsibility with respect thereto.

SECTION 11.04. NOTICE OF REDEMPTION.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at the Holder’s address appearing in the Security Register.

All notices of redemption shall identify the Securities being redeemed (including the CUSIP or ISIN number) and state:

(1) the Redemption Date,

(2) the Redemption Price (or the method of calculation thereof if the price is not determinable as of the date of the notice of redemption),

(3) if less than all the Outstanding Securities are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and the principal amount of the particular Security to be redeemed,

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(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5) the place or places where each such Security is to be surrendered for payment of the Redemption Price and accrued interest, if any,

(6) the name and address of the Paying Agent,

(7) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price, and

(8) that no representation is made as to the accuracy or correctness of the CUSIP and/or ISIN numbers listed in such notice or printed on the Securities.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall be irrevocable.

SECTION 11.05. DEPOSIT OF REDEMPTION PRICE.

On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date, other than Securities or portions of Securities called for redemption that are beneficially owned by the Company and have been delivered by the Company to the Trustee for cancellation.

SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Securities or portions of Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest, if any, to but not including the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the only right of the Holders thereof will be to receive payment of the redemption price and, subject to the next sentence, unpaid interest on such Securities to the Redemption Date. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07.

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If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

SECTION 11.07. SECURITIES REDEEMED IN PART.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered; provided, however, that if a Global Security is so surrendered, such new Security so issued shall be a new Global Security in a denomination equal to the unredeemed portion of the principal of the Global Security so surrendered.

SECTION 11.08. OPTIONAL REDEMPTION.

(a) Except as set forth in clause (b) of this Section 11.08, the Securities shall not be redeemable at the Company’s option.

(b) The Company may redeem the Securities in whole or in part, at its option at any time or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities or (2) the sum of the present values of the remaining scheduled payments or principal and interest on the Securities (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate [        ] basis points, plus, in each case, accrued interest thereof to the date of redemption.

(c) Any redemption pursuant to this Section 11.08 shall be made pursuant to the provisions of Sections 11.01 through 11.07 hereof.

SECTION 11.09. MANDATORY REDEMPTION.

The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Securities. However, pursuant to Sections 10.07 hereof, under certain circumstances, the Company may be required to offer to purchase the Securities.

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ARTICLE TWELVE

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 12.01. COMPANY’S RIGHT WITH RESPECT TO DEFEASANCE OR COVENANT DEFEASANCE.

The Company will have the right, at any time, to have Section 12.02 or Section 12.03 applied to any Securities and the Subsidiary Guarantees upon compliance with the conditions set forth below in this Article. Any request under this Article shall be evidenced by a Company Order.

SECTION 12.02. DEFEASANCE AND DISCHARGE.

Upon the Company’s exercise of its right to have this Section applied to any Securities, the Company and the Guarantors shall be deemed to have been discharged from its obligations with respect to the Securities and the Subsidiary Guarantees, respectively, as provided in this Section on and after the date the conditions set forth in Section 12.04 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Securities and the Subsidiary Guarantees, respectively, and to have satisfied all its other obligations under such Securities, the Subsidiary Guarantees and this Indenture insofar as the Securities and the Guarantees are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 12.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on the Outstanding Securities on the Stated Maturity of such principal or installment of principal of and any premium or interest, (b) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder including the duty of the Trustee to authenticate the Securities issued on registration of transfer or exchange and the Company’s obligation in connection therewith, and (d) this Article. Subject to compliance with this Article, the Company may exercise its option to have this Section applied to the Securities and the Subsidiary Guarantees notwithstanding the prior exercise of its option to have Section 12.03 applied to such securities.

SECTION 12.03. COVENANT DEFEASANCE.

Upon the Company’s exercise of its right to have this Section applied to any Securities and the Subsidiary Guarantees (a) the Company shall be released from its obligations under Sections 10.09 and 10.10, and any covenants provided pursuant to Sections 9.01(2) for the benefit of the Holders of such Securities and (b) the occurrence of any event specified in Sections 5.01(4) (with respect to Sections 10.09 and 10.10, and any such covenants provided pursuant to Sections 9.01(2)) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 12.04 are satisfied (hereinafter called “Covenant Defeasance”).

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For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Sections 5.01(3) and 5.01(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 12.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

The following shall be the conditions to the application of Section 12.02 or Section 12.03 to the Securities and the Subsidiary Guarantees:

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (a) Cash in an amount, or (b) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide (without reinvestment), not later than one day before the due date of any payment, money in an amount, or (c) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities or Redemption Date, in accordance with the terms of this Indenture and the Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the timely payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

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(2) In the event of an election to have Section 12.02 apply to the Securities, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (a) or (b) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize income gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

(3) In the event of an election to have Section 12.03 apply to any Securities, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize income gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.

(4) Such provision would not cause any Outstanding Securities if then listed on any securities exchange, to be delisted as a result of such deposit.

(5) No Default or Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or, with regard to any such event specified in Sections 5.01(6) and 5.01(7), on the later of (a) the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day) or (b) the day ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit.

(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).

(7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, any other agreement or instrument to which the Company is a party or by which it is bound.

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(8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.

(9) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

SECTION 12.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS.

Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 12.04 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 12.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any Cash or U.S. Government Obligations held by it as provided in Section 12.04 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

SECTION 12.06. REINSTATEMENT.

If the Trustee or the Paying Agent is unable to apply any Cash or U.S. Government Obligations in accordance with this Article with respect to any Securities by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released and the related Subsidiary Guarantees pursuant to Section 12.02 or 12.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to

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such Securities and the related Subsidiary Guarantees, until such time as the Trustee or Paying Agent is permitted to apply all such Cash or U.S. Government Obligations held in trust pursuant to Section 12.05 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the Cash or U.S. Government Obligations so held in trust by the Trustee or the Paying Agent.

ARTICLE THIRTEEN

GUARANTEES

SECTION 13.01. GUARANTEES.

Each Guarantor hereby jointly and severally irrevocably and unconditionally Guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of or interest on the Securities and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 13 notwithstanding any extension or renewal of any Guaranteed Obligation.

Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor, except as provided in Section 13.03.

Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor.

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Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

Except as expressly set forth in Sections 12.02, 13.02 and 13.03, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.

Each Guarantor agrees that its Guarantee is a continuing Guarantee and shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (a) the unpaid principal amount of such Guaranteed Obligations, (b) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (c) all other monetary obligations of the Company to the Holders and the Trustee.

Each Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 5 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 5, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 13.01.

66

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01.

Upon request of the Trustee, each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 13.02. LIMITATION ON LIABILITY.

Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby Guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

SECTION 13.03. RELEASE OF SUBSIDIARY GUARANTEES.

A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Article 13 at such time as such Guarantor ceases to have outstanding or Guarantee any Specified Indebtedness.

SECTION 13.04. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(2) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture (including its Subsidiary Guarantee) pursuant to agreements reasonably satisfactory to the Trustee.

SECTION 13.05. SUCCESSORS AND ASSIGNS.

This Article 13 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

67

SECTION 13.06. NO WAIVER.

Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 13 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 13 at law, in equity, by statute or otherwise.

SECTION 13.07. MODIFICATION.

No modification, amendment or waiver of any provision of this Article 13, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

SECTION 13.08. EXECUTION OF SUPPLEMENTAL INDENTURE FOR FUTURE GUARANTORS.

Each Subsidiary which is required to become a Guarantor pursuant to Section 10.15 shall promptly execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall become a Guarantor under this Article 13 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and to such other matters as the Trustee may reasonably request.

68

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Indenture as of the day and year first above written.

OWENS & MINOR, INC.

By:

Name:

Title:

SUNTRUST BANK, as Trustee

By:

Name:

Title:

GUARANTORS:

OWENS & MINOR MEDICAL, INC.

By:

Name:

Title:

OWENS & MINOR DISTRIBUTION, INC.

By:

Name:

Title:

ACCESS DIABETIC SUPPLY, LLC

By:

Name:

Title:

OWENS & MINOR HEALTHCARE SUPPLY, INC.

By:

Name:

Title:

69

[Insert Global Security Legend, if applicable, pursuant to the provisions of the Indenture].

OWENS & MINOR, INC.

      % Senior Notes due 2016

No.	CUSIP NO.
	ISIN NO.
	$

Owens & Minor, Inc., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                     , or registered assigns, the principal sum of                  Dollars[, or such greater or lesser amount set forth on the Schedule of Increases and Decreases in Global Security attached hereto,]¹ on                      and to pay interest thereon from                                          or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on                      and                                          in each year, commencing             , at the rate of              per annum, until the principal hereof is paid or made available for payment. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for (except for Defaulted Interest), on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the          or          (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date even if Securities are cancelled, repurchased or redeemed after the Regular Record Date and on or before the Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in                                 , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. [Payments in respect of Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by the transfer of immediately available funds to the accounts specified by or any successor depository.]²

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

¹ If this Security is a Global Security, include this provision.

² If this Security is a Global Security, include this provision.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

In Witness Whereof, the Company has caused this instrument to be duly executed.

Dated:

OWENS & MINOR, INC.

By:

Name:

Title:

This is one of the Securities designated herein referred to in the within-mentioned Indenture.

SUNTRUST BANK,
as Trustee
By:
	Authorized Signatory

A-2

(Form of Reverse of Security)

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued under an Indenture, dated as of                     , 2006 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company, the Guarantors named therein and SunTrust Bank, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is limited in aggregate principal amount to $200,000,000 but Additional Securities may be issued from time to time pursuant to the provisions of the Indenture.

The Securities are subject to redemption prior to the Stated Maturity upon not less than 30 nor more than 60 days’ notice by mail, at any time, as a whole or in part, at the election of the Company, at a Redemption Price equal to the greater of (1) 100% of the principal amount of the Securities and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus [      ] basis points, plus, in each case, accrued and unpaid interest to the Redemption Date ; provided interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.

Upon the occurrence of a Change of Control Triggering Event, each Holder of Securities will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Securities pursuant to a Change of Control Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest (including Special Interest), if any, thereon, to the date of purchase. Within 30 days following any Change of Control Triggering Event, the Company shall mail to each Holder a notice setting forth the procedures governing such Change of Control Offer as required by the Indenture.

In the event of redemption or repurchase of this Security in part only, a new Security or Securities of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to the Securities shall occur and be continuing, the principal of the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

A-3

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification or waiver of the rights and obligations of the Company and the rights of the Holders of the Securities to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in aggregate principal amount of the Securities at the time Outstanding to be affected. The Indenture also contains provisions permitting the Holders of more than 50% in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance with certain provisions of the Indenture and certain past Defaults (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Holder affected) under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee satisfactory indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Securities of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

A-4

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Guarantors, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

A-5

EXCHANGES OF INTERESTS IN THE GLOBAL NOTE³

The following exchanges of a part of this Global Security for an interest in another Global Security or for a definitive Security, or exchanges of a part of another Global Security or definitive Security for an interest in this Global Security, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Security Amount of increase in Principal Amount of this Global Security Principal Amount of this Global Security following such decrease (or increase) Signature of authorized signatory of Trustee or Security Custodian

³ If this Security is a Global Security, include this provision.

A-6

EX-5.1

Exhibit 5.1

	HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074 TEL     804 • 788 • 8200 FAX    804 • 788 • 8218
	FILE NO: 26333.000136

April 3, 2006

Board of Directors

Owens & Minor, Inc.

9120 Lockwood Boulevard

Mechanicsville, Virginia 23116

Owens & Minor, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Owens & Minor, Inc., a Virginia corporation (the “Company”), Owens & Minor Distribution, Inc. (“O&M Distribution”), a Virginia corporation, Owens & Minor Medical, Inc., a Virginia corporation (“O&M Medical”), Owens & Minor Healthcare Supply, Inc., a Virginia corporation (“O&M Healthcare”), and Access Diabetic Supply, LLC, a Florida limited liability company (collectively with O&M Distribution, O&M Medical and O&M Healthcare, the “Guarantors”), in connection with (1) the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) on April 3, 2006 pursuant to the Securities Act of 1933, as amended (the “Act”), to register $200,000,000 aggregate principal amount of the Company’s Senior Notes due 2016 (the “Notes”) and the guarantees of the Company’s obligations under the Notes by the Guarantors (the “Guarantees”) and (2) the Company’s proposed offering and sale of up to $200,000,000 aggregate principal amount of the Notes. The Notes are proposed to be offered and sold as described in the preliminary prospectus, dated April 3, 2006, contained in the Registration Statement (the “Prospectus”). The Notes and the Guarantees will be issued pursuant to an indenture between the Company, the Guarantors and SunTrust Bank, as trustee (the “Indenture”).

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Act.

In rendering this opinion, we have relied upon, among other things, our examination of such records of the Company and the Guarantors and certificates of their officers and of public officials as we have deemed necessary.

ATLANTA    BANGKOK    BEIJING    BRUSSELS    CHARLOTTE    DALLAS    KNOXVILLE

LONDON    McLEAN    MIAMI    NEW YORK    NORFOLK    RALEIGH    RICHMOND    SINGAPORE    WASHINGTON

www.hunton.com

Board of Directors

Owens & Minor, Inc.

April 3, 2006

Page 2

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the genuineness of signatures not witnessed by us and (iv) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of documents by the Company and the Guarantors and the validity, binding effect and enforceability thereof upon the Company and the Guarantors).

We are members of the Virginia, Florida and New York bars and we do not purport to express an opinion on any laws other than the laws of the Commonwealth of Virginia, the State of Florida and the State of New York and the federal laws of the United States of America.

Based upon the foregoing and the further qualifications stated below, we are of the opinion that:

1. The Notes have been duly authorized and, when (a) the Indenture has been duly executed and delivered, (b) the Notes have been duly executed and authenticated in accordance with the Indenture and (c) the Notes have been sold as contemplated in the Registration Statement and the Prospectus, the Notes will be validly issued and will constitute valid and binding obligations of the Company, enforceable in accordance with their terms and the Indenture, except as the enforceability thereof may be limited or otherwise affected by (x) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (y) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

2. The Guarantees have been duly authorized and, when (a) the Indenture has been duly executed and delivered, (b) the Guarantees have been duly executed in accordance with the Indenture and (c) the Notes have been sold as contemplated in the Registration Statement and the Prospectus, the Guarantees will be validly issued and will constitute valid and binding obligations of the Guarantors, enforceable in accordance with their terms and the Indenture, except as the enforceability thereof may be limited or otherwise affected by (x) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally and (y) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Board of Directors

Owens & Minor, Inc.

April 3, 2006

Page 3

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the statement made in reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations promulgated thereunder by the Commission.

Very truly yours,

/s/ Hunton & Williams LLP

EX-12.1

Exhibit 12.1

Computation of Ratios of Earnings to Fixed Charges

(in thousands, except ratios)

	Year ended December 31,										Pro Forma Year ended December 31, 2005(1)(2)
	2001		2002		2003		2004		2005
Income before income taxes	$	52,797	$	78,281	$	87,799	$	97,610	$	105,574	$	109,148
Add:
Interest expense		18,090		14,854		14,632		13,512		14,420		9,775
Reductions of previously capitalized interest		—		—		—		—		107		107
Discount on accounts receivable securitization		4,330		1,782		757		261		—		—
Distributions on mandatorily redeemable preferred securitization		7,095		7,034		2,898		—		—		—
Portion of rents representative of the interest factor		10,351		10,961		11,320		11,738		12,587		12,587
Income as adjusted	$	92,663	$	112,912	$	117,406	$	123,121	$	132,688	$	131,617
Fixed charges:
Interest expense		18,090		14,854		14,632		13,512		14,420		9,775
Capitalized interest		—		—		236		366		1,296		1,296
Discount on accounts receivable securitization		4,330		1,782		757		261		—		—
Distributions on mandatorily redeemable preferred securities		7,095		7,034		2,898		—		—		—
Portion of rents representative of
the interest factor		10,351		10,961		11,320		11,738		12,587		12,587
Fixed charges	$	39,866	$	34,631	$	29,843	$	25,877	$	28,303	$	23,658
Ratio of earnings to fixed charges		2.3x		3.3x		3.9x		4.8x		4.7x		5.6x

(1) Gives effect to the completion of the offering by Owens & Minor, Inc. (the “Company”) of up to $200.0 million of its Senior Notes due 2016 (the “Notes”) and the application of the net proceeds therefrom, together with cash on hand, as described in “Use of Proceeds” in the prospectus included in the Registration Statement (the “Prospectus”). Also assumes that all of the Company’s outstanding $200.0 million aggregate principal amount of 8½% Senior Subordinated Notes due 2011 will be validly tendered and accepted for purchase in the tender offer described in the Prospectus.

(2) Assumes an interest rate of 6 ³/8% for the Notes. A change of 0.125% in the interest rate applicable to the Notes would change the Company’s annualized interest expense by approximately $0.3 million.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Owens & Minor, Inc.:

We consent to the use of our reports with respect to the consolidated balance sheets of Owens & Minor, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2005, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Richmond, Virginia

April 3, 2006

EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

Statement of Eligibility Under the

Trust Indenture Act of 1939 of a Corporation

Designated to Act as Trustee

Check if an application to determine eligibility of a trustee

pursuant to section 305(b)(2) ¨

SunTrust Bank

(Exact name of trustee as specified in its charter)

Georgia	58-0466330
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification Number)

303 Peachtree Street, Northeast

30^th Floor

Atlanta, Georgia 30308

(Address of principal executive offices) (Zip Code)

Nancy C. Harrison

Vice President, Corporate Trust

SunTrust Bank

Mail Code HDQ-5310

919 East Main Street, 10^th Floor

Richmond, Virginia 23219

(804) 782-5726

(Name, address and telephone number of agent for service)

Owens & Minor, Inc.

(Exact name of obligor as specified in its charter)

Virginia	54-1701843
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Owens & Minor Distribution, Inc. Owens & Minor Medical, Inc. Owens & Minor Healthcare Supply, Inc. Access Diabetic Supply, LLC	Virginia Virginia Virginia Florida	54-2049200 54-1959151 20-2225381 65-0987803
(Exact name of co-obligors as specified in their charters)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

9120 Lockwood Boulevard

Mechanicsville, Virginia 23116

(Address of principal executive offices) (Zip Code)

Senior Debt Securities

Subsidiary Guarantees

(Title of the indenture securities)

1. General information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

DEPARTMENT OF BANKING AND FINANCE,

STATE OF GEORGIA

2990 BRANDYWINE ROAD, SUITE 200

ATLANTA, GEORGIA 30341-5565

FEDERAL RESERVE BANK OF ATLANTA

1000 PEACHTREE STREET N.E.

ATLANTA, GEORGIA 30309-4470

FEDERAL DEPOSIT INSURANCE CORPORATION

550 17^TH STREET N.W.

WASHINGTON, D.C. 20429-9990

(b) Whether it is authorized to exercise corporate trust powers.

YES.

2. Affiliations with obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

NONE.

3-12. NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN ITEMS 13(a) AND 13(b) BELOW, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A TRUSTEE.

13. Defaults by the Obligor.

(a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default.

THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE.

(b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are

outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

THERE HAS NOT BEEN ANY SUCH DEFAULT.

14-15. NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN ITEMS 13(a) AND 13(b) ABOVE, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A TRUSTEE.

16. List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Securities and Exchange Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended.

(1) A copy of the Articles of Amendment and Restated Articles of Incorporation of the trustee as now in effect (Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Registration No. 333-121977 filed by Boston Private Financial Holdings, Inc.).

(2) A copy of the certificate of authority of the trustee to commence business (Exhibits 2 and 3 to Form T-1 filed as Exhibit 25.1 to Registration No. 333-121977 filed by Boston Private Financial Holdings, Inc.).

(3) A copy of the authorization of the trustee to exercise corporate trust powers (Exhibits 2 and 3 to Form T-1 filed as Exhibit 25.1 to Registration No. 333-121977 filed by Boston Private Financial Holdings, Inc.).

(4) A copy of the existing by-laws of the trustee as now in effect. (Exhibit 4 to Form T-1 filed as Exhibit 25.1 to Registration No. 333-128720 filed by Bunge Limited Finance Corp.).

(5) Not applicable.

(6) The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.

(7) A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on December 31, 2005.

(8) Not applicable.

(9) Not applicable.

Signature

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Richmond and the Commonwealth of Virginia, on the 3^rd day of April, 2006.

SunTrust Bank
By:	/s/ Nancy C. Harrison
	Nancy C. Harrison
	Vice President, Corporate Trust

Exhibit 1 to Form T-1

ARTICLES OF INCORPORATION

OF

SUNTRUST BANK

(Incorporated by reference to Exhibit 1 to Form T-1

filed as Exhibit 25.1 to Registration No. 333-121977

filed by Boston Private Financial Holdings, Inc.)

Exhibit 2 to Form T-1

CERTIFICATE OF AUTHORITY

OF

SUNTRUST BANK TO COMMENCE BUSINESS

(Incorporated by reference to Exhibits 2 and 3 to Form T-1

filed as Exhibit 25.1 to Registration No. 333-121977

filed by Boston Private Financial Holdings, Inc.)

Exhibit 3 to Form T-1

AUTHORIZATION

OF

SUNTRUST BANK TO EXERCISE

CORPORATE TRUST POWERS

(Incorporated by reference to Exhibits 2 and 3 to Form T-1

filed as Exhibit 25.1 to Registration No. 333-121977

filed by Boston Private Financial Holdings, Inc.)

Exhibit 4 to Form T-1

SUNTRUST BANK

BYLAWS

(Incorporated by reference to Exhibit 4 to Form T-1 filed as Exhibit 25.1

to Registration No. 333-128720 filed by Bunge Limited Finance Corp.)

Exhibit 5 to Form T-1

(Intentionally Omitted. Not Applicable.)

Exhibit 6 to Form T-1

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issuance of the Senior Debt Securities of Owens & Minor, Inc. and the related Guarantees thereof, SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

	SunTrust Bank
April 3, 2006	By:	/s/ Nancy C. Harrison
		Nancy C. Harrison
		Vice President, Corporate Trust

Exhibit 7 to Form T-1

REPORT OF CONDITION

(ATTACHED)

SunTrust Bank 303 PEACHTREET STREET, NORTHEAST ATLANTA, GA 30308 FDIC Certificate Number: 867 FFIEC 031 Consolidated Report of Condition for December 31, 2005

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet

	Dollar Amounts in Thousands
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A)
a. Noninterest-bearing balances and currency and coin1	RCFD 0081	4,977,493
b. Interest-bearing balances2	RCFD 0071	8,805
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)	RCFD 1754	0
b. Available-for-sale securities (from Schedule RC-B, column D)	RCFD 1773	24,047,398
3. Federal funds sold and securities purchased under agreements to resell
a. Federal funds sold in domestic offices	RCON B987	384,575
b. Securities purchased under agreements to resell3	RCFD B989	3,167,743
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale	RCFD 5369	13,695,613
b. Loans and leases, net of unearned income	RCFD B528	114,841,081
c. LESS: Allowance for loan and lease losses	RCFD 3123	1,026,834
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)	RCFD B529	113,814,247
5. Trading assets (from Schedule RC-D)	RCFD 3545	1,660,730
6. Premises and fixed assets (including capitalized leases)	RCFD 2145	1,617,839
7. Other real estate owned (from Schedule RC-M)	RCFD 2150	38,043
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)	RCFD 2130	0
9. Customers’ liability to this bank on acceptances outstanding	RCFD 2155	11,839
10. Intangible assets:
a. Goodwill	RCFD 3163	6,392,746
b. Other intangible assets (from Schedule RC-M)	RCFD 0426	1,011,584
11. Other assets (from Schedule RC-F)	RCFD 2160	6,402,635
12. Total assets (sum of items 1 through 11)	RCFD 2170	177,231,290
LIABILITIES
13. Deposits:

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)	RCON 2200	113,629,354
(1) Noninterest-bearing4	RCON 6631	10,643,400
(2) Interest-bearing	RCON 6636	102,985,954
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)	RCFN 2200	9,995,269
(1) Noninterest-bearing	RCFN 6631	0
(2) Interest-bearing	RCFN 6636	9,995,269
14. Federal funds purchased and securities sold under agreements to repurchase
a. Federal funds purchased in domestic offices5	RCON B993	4,258,013
b. Securities sold under agreements to repurchase6	RCFD B995	8,433,934
15. Trading liabilities (from Schedule RC-D)	RCFD 3548	1,064,588
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized        leases) (from Schedule RC-M)	RCFD 3190	13,835,578
17. Not applicable
18. Bank’s liability on acceptances executed and outstanding	RCFD 2920	11,839
19. Subordinated notes and debentures7	RCFD 3200	3,696,687
20. Other liabilities (from Schedule RC-G)	RCFD 2930	3,567,110
21. Total liabilities (sum of items 13 through 20)	RCFD 2948	158,492,372
22. Minority interest in consolidated subsidiaries	RCFD 3000	476,673
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus	RCFD 3838	0
24. Common stock	RCFD 3230	21,600
25. Surplus (exclude all surplus related to preferred stock)	RCFD 3839	11,306,611
26. a. Retained earnings	RCFD 3632	6,564,970
b. Accumulated other comprehensive income8	RCFD B530	369,064
27. Other equity capital components9	RCFD A130	0
28. Total equity capital (sum of items 23 through 27)	RCFD 3210	18,262,245
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)	RCFD 3300	177,231,290
Memorandum
To be reported with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2004	RCFD 6724	Number N/A

1 =	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank	4 =	Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
2 =	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)	5 =	Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
		6 =	Review of the bank’s financial statements by external auditors
		7 =	Compilation of the bank’s financial statements by external auditors
3 =	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm	8 =	Other audit procedures (excluding tax preparation work)
		9 =	No external audit work

¹ Includes cash items in process of collection and unposted debits.

² Includes time certificates of deposit not held for trading.

³ Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

⁴ Includes total demand deposits and noninterest-bearing time and savings deposits.

⁵ Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

⁶ Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

⁷ Includes limited-life preferred stock and related surplus.

⁸ Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

⁹ Includes treasury stock and unearned Employee Stock Ownership Plan shares.

Exhibit 8 to Form T-1

(Intentionally Omitted. Not Applicable.)

Exhibit 9 to Form T-1

(Intentionally Omitted. Not Applicable.)