Medline Inc.

Current report (Form 8-K) · Jun 2, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Ticker

MDLN

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 2, 2026

Overview Analysis Documents(8)Full text Exhibits(2)

EX-4.1 · d50280dex41.htm

Type

EX-4.1

File

d50280dex41.htm

Document text
EX-4.1 · d50280dex41.htm EX-4.1 2 d50280dex41.htm EX-4.1 Exhibit 4.1 INDENTURE Dated as of May 28, 2026 Among MEDLINE BORROWER, LP, as the Issuer, MEDLINE CO-ISSUER, INC., as the Co-Issuer, MEDLINE INTERMEDIATE, LP, as Holdings, the Subsidiary Guarantors named herein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Paying Agent, Transfer Agent, Registrar and Notes Collateral Agent $1,250,000,000 5.000% SENIOR SECURED NOTES DUE 2031 $750,000,000 5.250% SENIOR SECURED NOTES DUE 2033 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 59 Section 1.03. Rules of Construction 59 Section 1.04. Acts of Holders 61 Section 1.05. Timing of Payment 62 Section 1.06. Limited Condition Transactions 62 Section 1.07. Certain Compliance Calculations 64 Section 1.08. [Reserved] 64 Section 1.09. [Reserved] 64 ARTICLE 2 THE NOTES Section 2.01. Form and Dating; Terms 65 Section 2.02. Execution and Authentication 66 Section 2.03. Registrars, Transfer Agents and Paying Agents 67 Section 2.04. Notes Paying Agent to Hold Money in Trust 67 Section 2.05. Holder Lists 67 Section 2.06. Transfer and Exchange 68 Section 2.07. Replacement Notes 79 Section 2.08. Outstanding Notes 80 Section 2.09. Treasury Notes 80 Section 2.10. Temporary Notes 80 Section 2.11. Cancellation 81 Section 2.12. Defaulted Interest 81 Section 2.13. CUSIP, ISIN or Common Code Numbers 81 ARTICLE 3 REDEMPTION Section 3.01. Notices to Trustee 81 Section 3.02. Selection of Notes to Be Redeemed or Purchased 82 Section 3.03. Notice of Redemption or Purchase 82 Section 3.04. Effect of Notice of Redemption or Purchase 83 Section 3.05. Deposit of Redemption Price 83 Section 3.06. Notes Redeemed in Part 84 Section 3.07. Optional Redemption 84 Section 3.08. [Reserved] 86 Section 3.09. Mandatory Redemption 86 -i- ARTICLE 4 COVENANTS Section 4.01. Payment of Notes 86 Section 4.02. Maintenance of Office or Agency 86 Section 4.03. Reports and Other Information 87 Section 4.04. Compliance Certificate 89 Section 4.05. Taxes 89 Section 4.06. Stay, Extension and Usury Laws 90 Section 4.07. [Reserved] 90 Section 4.08. [Reserved] 90 Section 4.09. [Reserved] 90 Section 4.10. [Reserved] 90 Section 4.11. [Reserved] 90 Section 4.12. Liens 90 Section 4.13. Company Existence 91 Section 4.14. Offer to Repurchase Upon Change of Control Triggering Event 91 Section 4.15. Limitations on Guarantees of Indebtedness by Restricted Subsidiaries 93 Section 4.16. Sale and Lease-Back Transactions 94 Section 4.17. Release of Collateral and Guarantees upon Investment Grade Event 95 Section 4.18. After-Acquired Collateral 96 Section 4.19. Post-Closing Covenant 96 ARTICLE 5 SUCCESSORS Section 5.01. Merger, Consolidation or Sale of All or Substantially All Assets 96 Section 5.02. Successor Person Substituted 98 ARTICLE 6 DEFAULTS AND REMEDIES Section 6.01. Events of Default 98 Section 6.02. Acceleration 101 Section 6.03. Other Remedies 101 Section 6.04. Waiver of Past Defaults 101 Section 6.05. Control by Majority 102 Section 6.06. Limitation on Suits 102 Section 6.07. Right of Holders to Sue for Payment 102 Section 6.08. Collection Suit by Trustee 102 Section 6.09. Restoration of Rights and Remedies 102 Section 6.10. Rights and Remedies Cumulative 103 Section 6.11. Delay or Omission Not Waiver 103 Section 6.12. Trustee May File Proofs of Claim 103 Section 6.13. Priorities 103 Section 6.14. Undertaking for Costs 104 Section 6.15. Underlying Cure 104 ARTICLE 7 TRUSTEE AND AGENTS Section 7.01. Duties of Trustee 104 Section 7.02. Rights of Trustee 105 Section 7.03. Individual Rights of Trustee 107 Section 7.04. Trustee’s Disclaimer 107 -ii- Section 7.05. Notice of Defaults 108 Section 7.06. Compensation and Indemnity 108 Section 7.07. Replacement of Trustee 109 Section 7.08. Successor Trustee by Merger, etc. 110 Section 7.09. Eligibility; Disqualification 110 Section 7.10. Security Documents; Intercreditor Agreements 110 Section 7.11. Limitation on Duty of Trustee in Respect of Collateral; Indemnification 110 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance 111 Section 8.02. Legal Defeasance and Discharge 111 Section 8.03. Covenant Defeasance 112 Section 8.04. Conditions to Legal or Covenant Defeasance 112 Section 8.05. Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions 113 Section 8.06. Repayment to Issuer 114 Section 8.07. Reinstatement 114 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER Section 9.01. Without Consent of Holders 114 Section 9.02. With Consent of Holders 116 Section 9.03. Revocation and Effect of Consents 119 Section 9.04. Notation on or Exchange of Notes 119 Section 9.05. Trustee to Sign Amendments, etc. 119 Section 9.06. Additional Voting Terms; Calculation of Principal Amount 120 Section 9.07. No Impairment of Right of Holders to Receive Payment. 120 ARTICLE 10 GUARANTEES Section 10.01. Guarantee 120 Section 10.02. Limitation on Guarantor Liability 122 Section 10.03. Execution and Delivery 122 Section 10.04. Subrogation 122 Section 10.05. Benefits Acknowledged 123 Section 10.06. Release of Guarantees 123 ARTICLE 11 SATISFACTION AND DISCHARGE Section 11.01. Satisfaction and Discharge 124 Section 11.02. Application of Trust Money 125 -iii- ARTICLE 12 [RESERVED] ARTICLE 13 COLLATERAL Section 13.01. Security Documents 125 Section 13.02. Release of Collateral 126 Section 13.03. Suits to Protect the Collateral 127 Section 13.04. Authorization of Receipt of Funds by the Trustee Under the Security Documents 128 Section 13.05. Purchaser Protected 128 Section 13.06. Powers Exercisable by Receiver or Trustee 128 Section 13.07. Notes Collateral Agent 128 ARTICLE 14 MISCELLANEOUS Section 14.01. Notices 136 Section 14.02. [Reserved] 138 Section 14.03. Certificate and Opinion as to Conditions Precedent 138 Section 14.04. Statements Required in Certificate or Opinion 138 Section 14.05. Rules by Trustee and Agents 139 Section 14.06. No Personal Liability of Directors, Officers, Employees and Stockholders 139 Section 14.07. Governing Law 139 Section 14.08. Waiver of Jury Trial 139 Section 14.09. Force Majeure 139 Section 14.10. No Adverse Interpretation of Other Agreements 139 Section 14.11. Successors 139 Section 14.12. Severability 139 Section 14.13. Intercreditor Agreements 140 Section 14.14. Counterpart Originals 140 Section 14.15. Table of Contents, Headings, etc. 140 Section 14.16. Trust Indenture Act 140 Section 14.17. USA Patriot Act 140 EXHIBITS Exhibit A-1 FORM OF 2031 NOTE Exhibit A-2 FORM OF 2033 NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Exhibit E FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT Exhibit F FORM OF ABL/FIXED ASSET INTERCREDITOR AGREEMENT -iv- INDENTURE, dated as of May 28, 2026, among Medline Borrower, LP, a Delaware limited partnership (the “ Issuer ”), Medline Co-Issuer, Inc., a Delaware corporation (the “ Co-Issuer ” and, together with the Issuer, the “ Issuers ”), Medline Intermediate, LP, a Delaware limited partnership (“ Holdings ”), the Subsidiary Guarantors (as defined herein) named herein and Wilmington Trust, National Association, as Trustee, Paying Agent, Transfer Agent, Registrar and Notes Collateral Agent. W I T N E S E T H WHEREAS, the Issuers have duly authorized the creation of an issue of $1,250,000,000 aggregate principal amount of the Issuers’ 5.000% Senior Secured Notes due 2031 (the “ Initial 2031 Notes ”) and $750,000,000 aggregate principal amount of the Issuers’ 5.250% Senior Secured Notes due 2033 (the “ Initial 2033 Notes ” and, together with the Initial 2031 Notes, the “ Initial Notes ”); WHEREAS, the obligations of the Issuers with respect to the due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined herein) and the performance and observation of each covenant and agreement under this Indenture (as defined herein) on the part of the Issuers to be performed or observed will be unconditionally and irrevocably guaranteed on a senior secured basis by Holdings and each Subsidiary Guarantor; and WHEREAS, each of the Issuers and the Guarantors has duly authorized the execution and delivery of this Indenture (as defined herein). NOW, THEREFORE, the Issuers, the Guarantors, the Trustee and the Notes Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein). ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions . “ 144A Global Note ” means a Global Note, substantially in the form of Exhibit A-1 hereto for the 2031 Notes and Exhibit A-2 hereto for the 2033 Notes, in each case, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the applicable Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of Notes sold in reliance on Rule 144A. “ 2021 Acquisition Date ” means October 21, 2021. “ 2021 Transaction Expenses ” means any fees or expenses incurred or paid by the Investors, the Issuers or any of their Affiliates in connection with the 2021 Transactions (including payments to future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants as change of control payments, severance payments, consent payments, special or retention bonuses and charges for repurchase or rollover, acceleration or payments of, or modifications to, stock option or other equity-based awards (including the payments of amounts due in connection with the Phantom Equity Plan), expenses in connection with hedging transactions related to the Senior Secured Credit Facilities and any original issue discount or upfront fees), the Support and Services Agreement, the Existing 3.875% Secured Notes Indenture, the Existing Unsecured Indenture, the Existing 3.875% Secured Notes, the Existing Unsecured Notes, the Existing Security Documents, the Loan Documents (as defined in the Senior Secured Credit Facilities), the Initial CMBS Financing and the transactions contemplated hereby and thereby. -1- “ 2021 Transactions ” means the Acquisition, the making of the equity investment by the Investors on the 2021 Acquisition Date, the issuance of the Existing 3.875% Secured Notes and the related guarantees, the issuance of the Existing Unsecured Notes and related guarantees, the borrowings under, and the entry into, the Senior Secured Credit Facilities and the Initial CMBS Financing on the 2021 Acquisition Date, the payment of 2021 Transaction Expenses and other transactions contemplated by the Acquisition Agreement or in connection therewith or incidental thereto as described in the offering memorandum related to the Existing 3.875% Secured Notes and the Existing Unsecured Notes. “ 2031 Notes ” means Initial 2031 Notes and any Additional 2031 Notes. “ 2033 Notes ” means Initial 2033 Notes and any Additional 2033 Notes. “ ABL Priority Collateral ” means all Collateral identified as “ABL Collateral,” “ABL Priority Collateral” or a similar defined term in a Senior ABL Credit Agreement or an ABL/Fixed Asset Intercreditor Agreement, including, but not limited to, the following: (a) accounts (other than to the extent constituting identifiable proceeds of Fixed Asset Priority Collateral), chattel paper and payment intangibles; (b) deposit accounts (and all balances, cash, checks and other negotiable instruments, funds and other evidences of payment held therein), securities accounts (and all balances, cash, checks, securities, securities entitlements, financial asset and instruments (whether negotiable or otherwise), funds and other evidences of payment held therein), and commodities accounts (and all balances, cash, checks, securities, securities entitlements, financial asset and instruments (whether negotiable or otherwise)), other than a deposit account, securities account or commodities account containing exclusively identifiable proceeds of Fixed Asset Priority Collateral; (c) all inventory; (d) to the extent evidencing, governing, securing or otherwise reasonably related to any of the foregoing, all documents, general intangibles, instruments, investment property (other than Capital Stock), commercial tort claims, letters of credit, letter of credit rights and supporting obligations; (e) all books, records and documents related to the foregoing (including databases, customer lists and other records, whether tangible or electronic, which contain any information relating to any of the foregoing); and (f) all proceeds and products of any or all of the foregoing in whatever form received, including proceeds of business interruption and other insurance and claims against third parties. “ ABL/Fixed Asset Intercreditor Agreement ” means an intercreditor agreement substantially in the form of Exhibit F hereto (which agreement in such form or with changes thereto permitted by Section 9.01 hereof the Notes Collateral Agent is authorized to enter into) entered into among the Notes Collateral Agent, the Bank Collateral Agent and the applicable Collateral Agent for the lenders and other secured parties under the Senior ABL Credit Agreement in connection with the incurrence of any Senior ABL Revolving Credit Obligations, as it may be amended from time to time. “ Accounting Change ” has the meaning set forth in the definition of “GAAP.” -2- “ Acquisition ” means the transactions directly or indirectly related to or contemplated pursuant to the Acquisition Agreement. “ Acquisition Agreement ” means the purchase and sale agreement, dated as of June 5, 2021, by and among Mozart Buyer LP, Mozart Debt Merger Sub Inc, Mozart RE Debt Merger Sub Inc., Mozart Holdco, Inc. and Medline Industries, Inc. and the other parties thereto, as amended, modified and supplemented from time to time. “ Acquisition Consideration ” means, in connection with any acquisition, the aggregate amount (as valued at the fair market value of such acquisition at the time such acquisition is made) of, without duplication: (a) the purchase consideration paid or payable for such acquisition, whether payable at or prior to the consummation of such acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness and/or guarantee obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Indebtedness assumed in connection with such acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such acquisition) to be established in respect thereof by the Issuer or its Restricted Subsidiaries. “ Additional 2031 Notes ” means any additional 2031 Notes (other than the Initial 2031 Notes) issued from time to time under this Indenture in accordance with Sections 2.01, 2.02 and 4.12 hereof. “ Additional 2033 Notes ” means any additional 2033 Notes (other than the Initial 2033 Notes) issued from time to time under this Indenture in accordance with Sections 2.01, 2.02 and 4.12 hereof. “ Additional Notes ” means, collectively, the Additional 2031 Notes and the Additional 2033 Notes. “ Additional Pari Passu Obligations ” means any Indebtedness having Pari Passu Lien Priority relative to the Notes with respect to the Collateral and is not secured by any other assets; provided that an authorized representative of the holders of such Indebtedness shall have executed a joinder to the Pari Passu Intercreditor Agreement. For the avoidance of doubt, any Senior ABL Revolving Credit Obligations shall not be considered Additional Pari Passu Obligations. “ Additional Pari Passu Secured Parties ” means the holders of any Additional Pari Passu Obligations and any trustee, authorized representative or agent of such Additional Pari Passu Obligations. “ 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. No Person shall be an “Affiliate” of the Issuer or any Subsidiary solely because it is an unrelated portfolio operating company of an Investor. For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. “ Affiliated Holder ” means, at any time, any Holder that is a direct or indirect holding company of Holdings or the Issuer or an Investor (including portfolio companies of the Investors notwithstanding the exclusion in the definition of “Investors”) (other than Holdings, the Issuer or any of its Subsidiaries and other than any Debt Fund Affiliate) or a Non-Debt Fund Affiliate of an Investor at such time. -3- “ Agent ” means any Registrar, Transfer Agent, Paying Agent or Authentication Agent. “ Applicable Indebtedness ” has the meaning set forth in the definition of “Weighted Average Life to Maturity.” “ Applicable Procedures ” means, with respect to any transfer or exchange of or for, redemption of, or notice with respect to beneficial interests in any Global Note or the redemption or repurchase of any Global Note, the rules and procedures of DTC, the Depositary, Euroclear and/or Clearstream that apply to such transfer, exchange, redemption or repurchase. “ Attributable Debt ” means, with respect to a Sale and Lease-Back Transaction with respect to any Principal Property, at the time of determination, the lesser of: (a) the fair market value of such property (as determined by the Board of the Issuer or a parent entity in good faith); (b) the present value of the total net amount of rent required to be paid under such lease during the remaining term thereof (including any period for which such lease has been extended and excluding any unexercised renewal or other extension options exercisable by the lessee, and excluding amounts on account of maintenance and repairs, services, taxes and similar charges and contingent rents), discounted at the rate of interest set forth or implicit in the terms of such lease (or, if not practicable to determine such rate, the weighted average interest rate per annum borne by the Notes) compounded semi-annually or (c) if the obligation with respect to the Sale and Lease-Back Transaction constitutes a Financing Lease Obligation, the amount equal to the capitalized amount of such obligation determined in accordance with GAAP and included in the financial statements of the lessee. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount will be the lesser of the net amount determined assuming termination upon the first date such lease may be terminated (in which case the net amount will also include the amount of the penalty, but no rent will be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the net amount determined assuming no such termination. “ Bank Collateral Agent ” means Bank of America, N.A., in its capacity as collateral agent for the lenders and other secured parties under the Senior Secured Credit Facilities, together with its successors and permitted assigns under the Senior Secured Credit Facilities. “ Bank Products ” means any facilities or services related to cash management, including treasury, depository, overdraft, credit or debit card, purchase card, automatic clearinghouse transfer transactions, controlled disbursements, foreign exchange facilities, stored value cards, merchant services, electronic funds transfer and other cash management or similar arrangements. “ Bankruptcy Code ” means Title 11, U.S. Code, as amended. “ Bankruptcy Law ” means the Bankruptcy Code or any similar federal, state or applicable non-U.S. law for the relief of debtors. “ Blackstone Funds ” means, individually or collectively, Blackstone Inc. and its Affiliates and any investment fund, partnership, co-investment vehicle and/or other similar vehicles or accounts, in each case managed, advised or controlled by Blackstone Inc. or one or more of its Affiliates, or any successor of any of the foregoing. -4- “ Board ” with respect to a Person means the board of directors, board of managers, sole member or managing member or other governing body of such Person, or if such Person is owned or managed by a single entity or has a general partner, the board of directors, board of managers, sole member or managing member or other governing body of such entity or general partner, or in each case, any duly authorized committee thereof, and the term “ director ” means a member of the applicable Board. “ Borrowing Base ” at any given time means an amount equal to: (a) 90% of the face amount of all accounts receivable owned by the Issuer and its Restricted Subsidiaries; plus (b) 90% of the book value of all inventory owned by the Issuer and its Restricted Subsidiaries; plus (c) 100% of all cash held in a deposit account pledged or to be pledged for the benefit of the lenders under a Senior ABL Credit Agreement; in each case, of the Issuer and its Restricted Subsidiaries in accordance with GAAP, as of the most recently ended fiscal month internally available to the Issuer immediately preceding the date of determination and measured as of the date of incurrence or establishment of commitments (at the Issuer’s election). The Borrowing Base shall be calculated on a pro forma basis to include any accounts receivable and inventory owned by an entity that is to be merged with or into or acquired by the Issuer or a Restricted Subsidiary or is to become a Restricted Subsidiary on the date of determination or any cash of such entity that will become subject to clause (c) above. “ Business Day ” means each day which is not a Legal Holiday. “ Business Expansion ” means (a) each facility which is either a new facility, branch, store or office or an expansion, relocation, remodeling or substantial modernization of an existing facility, branch, store or office owned by the Issuer or a Restricted Subsidiary and (b) each creation or expansion into new markets (in one or a series of related transactions) of a business unit to the extent such business unit commences operations or each expansion (in one or a series of related transactions) of business into a new market. “ Capital Stock ” means: (a) in the case of a corporation, corporate stock or shares in the capital of such corporation; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) 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. -5- “ Capitalized Software Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries. “ Captive Insurance Subsidiary ” means (i) any Subsidiary of the Issuer operating for the purpose of (a) insuring the businesses, operations or properties owned or operated by the Issuer or any of its Subsidiaries, including their future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants, and related benefits and/or (b) conducting any activities or business incidental thereto (it being understood and agreed that activities which are relevant or appropriate to qualify as an insurance company for U.S. federal or state tax purposes or other national, regional or local tax purposes shall be considered “activities or business incidental thereto”) or (ii) any Subsidiary of any such insurance subsidiary operating for the same purpose described in clause (i) above. “ Carlyle Funds ” means, individually or collectively, The Carlyle Group Inc. and its Affiliates and any investment fund, partnership, co-investment vehicle and/or other similar vehicles or accounts, in each case managed, advised or controlled by The Carlyle Group Inc. or one or more of its Affiliates, or any successor of any of the foregoing. “ Cash Equivalents ” means: (a) United States dollars; (b) (1) Canadian dollars, pounds sterling, yen, euros or any national currency of any participating member state of the EMU; or (2) in such other currencies held by the Issuer or any Restricted Subsidiary from time to time in the ordinary course of business or consistent with past practice or industry norm; (c) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition; (d) certificates of deposit, time deposits and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding 24 months and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $100 million (or the foreign currency equivalent as of the date of determination); (e) repurchase obligations for underlying securities of the types described in clauses (c), (d), (g) and (h) of this definition entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (d) above; (f) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s, at least A-2 by S&P or at least F-2 by Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof; -6- (g) marketable short-term money market and similar funds having a rating of at least P-2, A-2 or F-2 from Moody’s, S&P or Fitch, respectively (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another Rating Agency); (h) readily marketable direct obligations issued by, or unconditionally guaranteed by, any state, commonwealth or territory of the United States or any political subdivision, public instrumentality or taxing authority thereof with maturities of 24 months or less from the date of acquisition; (i) readily marketable direct obligations issued by, or unconditionally guaranteed by, any foreign government or any political subdivision, public instrumentality or taxing authority thereof, in each case (other than in the case of such obligations issued or guaranteed by any participating member state of the EMU) having an Investment Grade Rating from Moody’s, S&P or Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition; (j) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated A (or the equivalent thereof) or better by S&P, A2 (or the equivalent thereof) or better by Moody’s or F-2 by Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another Rating Agency); (k) securities with maturities of 24 months or less from the date of acquisition backed by standby letters of credit issued by any financial institution or recognized securities dealer meeting the qualifications specified in clause (d) above; (l) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P, “A2” or higher from Moody’s or “F-2” or higher from Fitch with maturities of 24 months or less from the date of acquisition; and (m) investment funds investing at least 90% of their assets in currencies, instruments or securities of the types described in clauses (a) through (l) above. In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (h) and clauses (j), (k), (l) and (m) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (m) and in this paragraph. In addition, in the case of Investments by any Captive Insurance Subsidiary, Cash Equivalents shall also include (a) such Investments with average maturities of twelve months or less from the date of acquisition in issuers rated BBB- (or the equivalent thereof) or better by S&P or Baa3 (or the equivalent thereof) or better by Moody’s, in each case at the time of such Investment and (b) any Investment with a maturity of more than twelve months that would otherwise constitute Cash Equivalents of the kind described in any of clauses (a) through (m) of this definition or clause (a) above, if the maturity of such Investment was twelve months or less; provided that the effective maturity of such Investment does not exceed 15 years. -7- Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts. For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposes under this Indenture regardless of the treatment of such items under GAAP. “ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code. “ Change of Control ” means the occurrence of any of the following after the Issue Date: (1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by merger, consolidation or amalgamation), of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than any Permitted Holder, the Issuer, the Co-Issuer or any Guarantor; provided that such sale, lease, transfer, conveyance or other disposition shall not constitute a Change of Control unless any Person (other than any Permitted Holder or a Holding Company) or Persons (other than any Permitted Holders or a Holding Company) that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act as in effect on the Issue Date), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act as in effect on the Issue Date), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of more than 50.0%, on a fully diluted basis, of the total voting power of the Voting Stock of the transferee Person in such sale, lease, transfer, conveyance or other disposition of assets, as the case may be; or (2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person (other than any Permitted Holder) or (B) Persons (other than any Permitted Holders) that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act as in effect on the Issue Date), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act as in effect on the Issue Date), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act as in effect on the Issue Date) of more than 50.0%, on a fully diluted basis, of the total voting power of the Voting Stock of the Issuer directly or indirectly through any of its direct or indirect parent holding companies, unless the Permitted Holders otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint directors (or similar position) having a majority of the aggregate votes on the Board of the Issuer (or any parent entity), in each case, other than in connection with any transaction or series of transactions in which the Issuer shall become a Subsidiary of a Holding Company. Notwithstanding the preceding or any provision of Rule 13d-3 or 13d-5 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to an equity or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement, (ii) if any group (other -8- than a Permitted Holder) includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Issuer owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred, (iii) a Person or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns 50.0% or more of the total voting power of the Voting Stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the Board of such parent entity and (iv) the right to acquire Voting Stock (as long as such Person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial owner. “ Change of Control Triggering Event ” means, with respect to any series of the Notes, (x) at any time prior to an Investment Grade Event, a Change of Control, unless the Consolidated Total Debt Ratio after giving pro forma effect to such Change of Control is either not greater than (i) 6.45 to 1.00 or (ii) the Consolidated Total Debt Ratio immediately prior to such Change of Control; provided that, notwithstanding anything herein to the contrary, when calculating the Consolidated Total Debt Ratio for purposes of this definition, the Issuer shall be entitled at its option to make such calculations as it would if making calculations of baskets or ratios in connection with a Limited Condition Transaction and (y) at any time upon and following an Investment Grade Event, (1) if on the earlier of (a) the date of the first public announcement of a Change of Control or of the Issuer’s intention to effect such Change of Control and (b) the occurrence of such Change of Control, the Notes have an Investment Grade Rating from two or more Rating Agencies, (i) a Change of Control that is accompanied or followed by a downgrade of the Notes within the Ratings Decline Period for such Change of Control by at least two Rating Agencies such that such series of the Notes no longer have an Investment Grade Rating from such Rating Agencies and (ii) each such Rating Agency’s rating of such series of the Notes on any day during such Ratings Decline Period for such Change of Control is below the rating by such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or the occurrence thereof if such Change of Control occurs prior to the first public announcement thereof); provided, however, that a downgrade of the Notes by the applicable Rating Agency will not be deemed to have occurred in respect of a Change of Control (and thus will not be deemed a downgrade for purposes of this definition) if such Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Issuer or the Trustee in writing at the request of the Issuer that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of such downgrade) or (2) if such Notes do not have an Investment Grade Rating from at least two Rating Agencies, (i) a Change of Control that is accompanied or followed by a downgrade of the Notes by one or more gradations, including gradations within ratings categories as well as between ratings categories (or withdrawal of the rating of the Notes), within the Ratings Decline Period for such Change of Control by at least two Rating Agencies and (ii) each such Rating Agency’s rating of the Notes on any day during such Ratings Decline Period for such Change of Control is below the rating by such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or the occurrence thereof if such Change of Control occurs prior to the first public announcement thereof) or has been withdrawn; provided, however, that a downgrade of the Notes by the applicable Rating Agency will not be deemed to have occurred in respect of a Change of Control (and thus will not be deemed a downgrade for purposes of this definition) if such Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Issuer or the Trustee in writing at the request of the Issuer that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of such downgrade). -9- “ Clearstream ” means Clearstream Banking, a société anonyme or any successor clearing agency. “ CMBS Assets ” means, collectively, all real property and related assets owned by the Issuer and its Subsidiaries located in the United States. “ CMBS Borrower Subsidiary ” means any Subsidiary of the Issuer (i) party to a CMBS Loan, indenture or other financing secured or supported by interests in CMBS Assets and other real property, (ii) any Subsidiary of a Person described in the foregoing clause (i) or (iii) otherwise designated by the Issuer as a “CMBS Borrower Subsidiary” from time to time. “ CMBS Loans ” means, collectively, one or more mortgage, mezzanine or other loans or other indebtedness secured or supported by interests in one or more CMBS Assets. “ Code ” means the United States Internal Revenue Code of 1986, as amended. “ Collateral ” means all of the assets and property of any Issuer or any Guarantor, whether real, personal or mixed securing or purported to secure any Notes Obligations, other than Excluded Assets. “ Collateral Agent ” means (1) in the case of any Senior Secured Credit Facility Obligations, the Bank Collateral Agent, (2) in the case of the Existing Pari Passu Notes Obligations, the Existing 3.875% Notes Collateral Agent and the Existing 6.250% Notes Collateral Agent, as applicable, (3) in the case of the Notes Obligations, the Notes Collateral Agent and (4) in the case of any Additional Pari Passu Obligations, Senior ABL Revolving Credit Obligations or other secured debt not prohibited by this Indenture, the collateral agent, administrative agent or trustee with respect hereto. “ Collateral and Guarantee Requirement ” means, at any time prior to the Collateral Release Date, the requirement that: (a) the Notes Collateral Agent shall have received each Security Document required to be delivered on the Issue Date pursuant to Section 13.01 hereof or from time to time pursuant to Section 4.18 hereof and the Security Agreement, subject to the limitations and exceptions of this Indenture and the Security Documents, duly executed by each Issuer and each Guarantor party thereto; (b) the Obligations shall have been guaranteed by Holdings and each Subsidiary of the Issuer (other than the Excluded Subsidiaries) pursuant to the Guarantees; (c) subject to the Pari Passu Intercreditor Agreement, the Obligations and the Guarantees shall have been secured pursuant to the Security Agreement by a first-priority perfected security interest in (i) all the Equity Interests of the Issuer and (ii) all Equity Interests of each Restricted Subsidiary (that is not an Excluded Subsidiary (other than any Restricted Subsidiary that is an Excluded Subsidiary solely pursuant to clause (f) or (j)(y) of the definition thereof)) directly owned by any Issuer or any Guarantor, subject to exceptions and limitations otherwise set forth in this Indenture and the Security Documents (to the extent appropriate in the applicable jurisdiction) (and the Notes Collateral Agent shall have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank); (d) all intercompany debt that is evidenced by a promissory note shall have been delivered to the Notes Collateral Agent pursuant to the Security Agreement and the Notes Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect thereto endorsed in blank; -10- (e) the Obligations and the Guarantees shall have been secured by a perfected security interest in substantially all now owned or at any time hereafter acquired tangible and intangible assets of each Issuer and each Guarantor (including Equity Interests, intercompany debt, accounts, inventory, equipment, investment property, contract rights, IP Rights (as defined in the Senior Secured Credit Facilities), other general intangibles, and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise set forth in this Indenture and the Security Documents (to the extent appropriate in the applicable jurisdiction), in each case with the priority required by the Security Documents; (f) except as otherwise contemplated by this Indenture or any Security Document, all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and United States Copyright Office, required by the Security Documents, applicable law or reasonably requested by the Notes Collateral Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents and the other provisions of the term “Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Notes Collateral Agent for filing, registration or recording. Notwithstanding the foregoing provisions of this definition or anything in this Indenture or any other Security Document to the contrary: (A) the foregoing definition shall not require, unless otherwise stated in the definition of “Excluded Assets”, the creation or perfection of pledges of, security interests in, mortgages on, or the obtaining of title insurance or taking other actions with respect to the Excluded Assets; (B) (i) the foregoing definition shall not require control agreements or other control or similar arrangements with respect to any cash, deposit accounts or securities accounts or any other assets requiring perfection through control agreements; (ii) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S., including any intellectual property registered in any non-U.S. jurisdiction, or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction) and (iii) except to the extent that perfection and priority may be achieved by the filing of a financing statement under the Uniform Commercial Code with respect to an Issuer or a Guarantor, neither this Indenture nor the Security Documents shall contain any requirements as to perfection or priority with respect to any assets or property described in clauses (i) or (ii) of this clause (B); (C) in the event that a Foreign Subsidiary becomes a Guarantor, such Guarantor shall grant a perfected lien on substantially all of its assets pursuant to arrangements reasonably agreed between the Bank Collateral Agent and the Issuer with respect to the corresponding requirement in the Senior Secured Credit Facilities, pursuant to documentation and subject to customary limitations in such jurisdiction, and nothing in the definition of “Excluded Asset” or other limitation in this Indenture shall in any way limit or restrict the pledge of assets and property by any such Foreign Subsidiary that is a Guarantor or the pledge of the Equity Interests of such Foreign Subsidiary by any Issuer or any Guarantor that holds such Equity Interests; -11- (D) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations (if any) set forth in this Indenture and the Security Documents; (E) the deliveries and/or documents required pursuant to this definition shall be deemed to be satisfactory in respect of such matters under this Indenture and the Security Documents to the extent that such deliveries and/or documents are determined, in the judgment of the Bank Collateral Agent, to be satisfactory in respect of any such matters under the Senior Secured Credit Facilities; and (F) the time periods, with respect to the perfection of the security in, or obtaining of title insurance, legal opinions or other deliverables on, particular assets or collateral that are acquired by any Issuer or any Guarantor following the Issue Date in order to satisfy the Collateral and Guarantee Requirement with respect to such after-acquired collateral, shall be extended to the respective time periods as (i) permitted by the Senior Secured Credit Facilities or otherwise agreed to by the Bank Collateral Agent or (ii) otherwise established by the Issuer following its good faith determination that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Indenture or the Security Documents, as evidenced in a certification in an Officer’s Certificate delivered to the Trustee and Notes Collateral Agent. “ consolidated ”, unless otherwise specifically indicated, when used with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries. “ Consolidated Depreciation and Amortization Expense ” means with respect to any Person for any period, the total amount of depreciation and amortization expense and capitalized fees, including, without limitation, the amortization of capitalized fees or costs related to any Qualified Securitization Facility of such Person and the amortization of media development costs, intangible assets, content databases, internal labor costs, deferred financing fees or costs, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. “ Consolidated Interest Expense ” means, with respect to any Person for any period, without duplication, the sum of: (a) consolidated cash interest expense of such Person and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness to the extent included in the calculation of Consolidated Total Indebtedness, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) [reserved], (iv) the interest component of Financing Lease Obligations, and (v) net payments, if any made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (o) annual agency or similar fees paid to the administrative agents, collateral agents and other agents under any Credit Facilities, (p) any additional interest with respect to failure to comply with any registration rights agreement owing with respect to any securities, (q) costs associated with obtaining Hedging Obligations, (r) any expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase or acquisition accounting in connection with the 2021 Transactions, any acquisition or other transaction, (s) penalties and interest relating to taxes, (t) any “additional interest” or “liquidated damages” with respect to other securities for -12- failure to timely comply with registration rights obligations, (u) amortization or expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees, expenses and discounted liabilities and any other amounts of non-cash interest, (v) any expensing of bridge, commitment and other financing fees and any other fees related to the 2021 Transactions, any acquisitions after the 2021 Acquisition Date or other transaction, (w) Securitization Fees, commissions, discounts, yield, make-whole premium and other fees and charges (including any interest expense) incurred in connection with any Qualified Securitization Facility, (x) any accretion of accrued interest on discounted liabilities and any prepayment, make-whole or breakage premium, penalty or cost, (y) interest expense attributable to a parent entity resulting from push-down accounting and (z) any lease, rental or other expense in connection with a Non-Financing Lease Obligation); plus (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (but excluding any interest capitalized accrued, accreted or paid in respect of Subordinated Shareholder Funding and any pay in kind interest); less (c) interest income of such Person and its Restricted Subsidiaries for such period. For purposes of this definition, interest on a Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Financing Lease Obligation in accordance with GAAP (or, if not implicit, as otherwise determined in accordance with GAAP). Notwithstanding the foregoing, no interest payable in connection with any CMBS Loan or Foreign RE Loan shall be included in calculating Consolidated Interest Expense pursuant hereto. “ Consolidated Net Income ” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication: (a) any extraordinary, exceptional, one-time, infrequent, non-operating, unusual or nonrecurring gains, losses or expenses (including all fees and expenses relating thereto) (including any extraordinary, exceptional, one-time, infrequent, non-operating, unusual or nonrecurring operating expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in respect of any extraordinary, exceptional, unusual or nonrecurring items, charges or expenses (including relating to any multi-year strategic initiatives)), costs associated with preparations for, and implementation of, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and other Public Company Costs, 2021 Transaction Expenses, Permitted Change of Control Costs, restructuring and duplicative running costs, restructuring charges or reserves (including any restructuring charge relating to any Tax Restructuring), earn-out payments or other consideration paid or payable in connection with an acquisition to the extent recorded as cash compensation expense, relocation costs, start-up or initial costs for any project or new production line, division or new line of business, facility consolidation and closing costs, severance costs and expenses, one-time charges (including compensation charges), payments made pursuant to the terms of change in control agreements that the Issuer or a Subsidiary or a parent entity of the Issuer had entered into with any future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants of the Issuer, a Subsidiary or a parent entity of the Issuer, pre-opening, opening, consolidation, discontinuation, re-configuration, integration, ramp-up costs, moving and closing costs and expenses for locations, facilities and stores, losses, costs or cost inefficiencies related to facility or property disruptions or shutdowns, signing, retention and completion bonuses, recruiting costs, costs incurred in connection with any strategic initiatives, transition -13- costs, litigation and arbitration costs, charges, fees and expenses (including settlements), expenses in connection with one-time rate changes, costs incurred in connection with acquisitions, investments and dispositions, travel and out-of-pocket costs, professional fees for legal, accounting and other services, human resources costs (including relocation bonuses), litigation and arbitration costs, charges, fees and expenses (including settlements), management transition costs, advertising costs, losses associated with temporary decreases in business volume and expenses related to maintaining underutilized personnel, non-recurring product and intellectual property development, other business optimization expenses or reserves (including costs and expenses relating to business optimization programs and new systems design and costs or reserves associated with improvements to IT and accounting functions, retention charges (including charges or expenses in respect of incentive plans), system establishment costs and implementation costs) and costs, charges or expenses attributable to the implementation of cost-savings initiatives or operating expense reductions, product margin synergies and other synergies and similar initiatives and other expenses relating to the realization of synergies, and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded; (b) at the election of the Issuer with respect to any quarterly period, the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies (including, but not limited to, the impact of Accounting Standards Update 2016-12 Revenue from Contracts with Customers (Topic 606) or similar revenue recognition policies promulgated or that become effective after the Issue Date) during any such period shall be excluded; (c) any net after-tax effect of gains or losses on (i) disposal, abandonment or discontinuance of disposed, abandoned or discontinued operations, as applicable, and any accretion or accrual of discontinued liabilities on the disposal of such disposed, abandoned and discontinued operation and (ii) facilities or distribution centers that have been closed during such period, shall be excluded; (d) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to (i) asset dispositions (including dispositions of books of business, client lists or related goodwill in connection with the departure of related employees or producers) or abandonments or the sale or other disposition of any Capital Stock of any Person or (ii) returned surplus assets of any pension plan, in each case other than in the ordinary course of business shall be excluded; (e) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting shall be excluded; provided , that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in Cash Equivalents (including all cash paid from the CMBS Borrower Subsidiaries or Foreign RE Borrower Subsidiaries to the Issuer or any of its Subsidiaries or to the extent converted, or having the ability to be converted, into Cash Equivalents), or that could, in the reasonable determination of the Issuer, have been distributed, to such Person or a Restricted Subsidiary thereof in respect of such period; (f) [reserved]; -14- (g) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the inventory (including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances), property and equipment, software, loans and leases, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase or acquisition accounting, as the case may be, in relation to the 2021 Transactions or any other consummated acquisition, joint venture investment or other transaction or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded; (h) any after-tax effect of income (loss) from the extinguishment or conversion of (i) Indebtedness, (ii) Hedging Obligations or (iii) other derivative instruments shall be excluded; (i) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to goodwill, intangible assets, long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded; (j) any equity-based or non-cash compensation or similar charge or expense or reduction of revenue including any such charge, expense or amount arising from grants of stock appreciation or similar rights, stock options, restricted stock, profits interests or other rights or equity or equity-based incentive programs (“ equity incentives ”), any other management or employee benefit plan or agreement, pension plan or other long-term or post-employment plan, any one-time cash charges associated with the equity incentives or other long-term incentive compensation plans (including under deferred compensation arrangements of the Issuer or any of its direct or indirect parent entities or subsidiaries), roll-over, acceleration, or payout of Equity Interests by future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants or business partners of the Issuer or any of its direct or indirect parent entities or subsidiaries, and any cash awards granted to future, present or former employees, directors, officers, managers, members, partners, independent contractors, consultants or business partners of the Issuer and its Subsidiaries or any of its direct or indirect parent entities in replacement for forfeited awards, shall be excluded; (k) any fees, costs, expenses, premiums or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment, asset sale, disposition, option buyout, incurrence or repayment of Indebtedness (including such fees, expenses, premiums or charges related to (A) the offering and issuance of the Notes, the Existing Notes and other securities and the syndication and incurrence of any Credit Facilities (including any Senior ABL Credit Agreement) and (B) the rating of the Notes, the Existing Notes, other securities or any Credit Facilities (including any Senior ABL Credit Agreement) by the Rating Agencies), issuance of Equity Interests of the Issuer or its direct or indirect parent entities, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Notes, the Existing Notes and other securities and any Credit Facilities (including any Senior ABL Credit Agreement)) or other transaction and including, in each case, any such transaction consummated on or prior to the Issue Date and any such transaction undertaken but not completed, any Public Company Costs and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic No. 805, Business Combinations ), shall be excluded; -15- (l) accruals and reserves that are established or adjusted in connection with the 2021 Transactions or any other acquisition or other Investment or transaction that are so required to be established or adjusted as a result of such acquisition or transaction in accordance with GAAP or changes as a result of modifications of accounting policies shall be excluded; (m) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), shall be excluded; (n) any noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation — Stock Compensation or any other applicable accounting principle relating to the expensing of equity-related compensation, shall be excluded; (o) any net pension or post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of Statement of Financial Accounting Standards No. 87, 106 and 112; and any other items of a similar nature, shall be excluded; (p) income or expense related to changes in the fair value of contingent liabilities recorded in connection with the 2021 Transactions or any other acquisition or other Investment shall be excluded; (q) all discounts, commissions, fees and other charges (including interest expense) associated with any Qualified Securitization Facility shall be excluded; (r) the effects of adjustments to accruals and reserves during a period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks (including government program rebates) shall be excluded; (s) any accruals or obligations accrued related to workers’ compensation programs to the extent that expenses deducted in the calculation of Net Income exceed the net amounts paid in cash related to workers’ compensation programs in that period; (t) the amount of any cash tax benefits related to the tax amortization of intangible assets in such period shall be included; (u) the following items shall be excluded: (1) any realized or unrealized net gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of Accounting Standards Codification Topic No. 815, Derivatives and Hedging or any other comparable accounting standard or regulation; (2) any realized or unrealized net gain or loss (after any offset) resulting in such period from currency translation or transaction gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk and those resulting from intercompany Indebtedness) and any other foreign currency translation or transactions gains and losses to the extent such gains or losses are non-cash items; -16- (3) any adjustments resulting for the application of Accounting Standards Codification Topic No. 460, Guarantees , or any comparable applicable accounting standard; (4) at the election of the Issuer, with respect to any quarterly period, effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks; (5) earn-out, non-compete and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments; and (6) the impact of capitalized, accrued or accredited or pay in kind interest or principal on Subordinated Shareholder Funding; and (v) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period or any portion thereof, the amount of Tax Distributions actually made to any direct or indirect parent company of such Person in respect of such period shall be included in calculating Consolidated Net Income as though such amounts had been paid as taxes directly by such Person for such period. In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received or due from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture. “ Consolidated Net Tangible Assets ” means, with respect to any Person, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding any Indebtedness of less than 12 months from the date of such Person’s most recent consolidated balance sheet but which by its terms is renewable or extendable beyond 12 months from such date at the option of such Person) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and any other like intangibles, all as set forth on such Person’s most recent consolidated balance sheet and determined in accordance with GAAP with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and as determined in good faith by the Issuer. “ Consolidated Pari Passu Debt Ratio ” means, as of any date of determination, the ratio of (1)(a) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens on the Collateral on a pari passu basis with the Notes or Senior ABL Revolving Credit Obligations, as applicable, as of such date of determination minus Cash Equivalents that would be stated on the balance sheet of the Issuer and its Restricted Subsidiaries as of such date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and as determined in good faith by the Issuer and (b) in connection with the creation or incurrence of any Lien pursuant to the definition of “Permitted Liens,” the Reserved Indebtedness Amount of the Issuer and its Restricted Subsidiaries that is secured by Liens on the Collateral on a pari passu basis with the Notes or Senior ABL Revolving Credit Obligations, as applicable, as of such date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and as determined in good faith by the Issuer to (2) LTM EBITDA. -17- “ Consolidated Secured Debt Ratio ” means, as of any date of determination, the ratio of (1)(a) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens on the Collateral as of such date of determination minus Cash Equivalents that would be stated on the balance sheet of the Issuer and its Restricted Subsidiaries as of such date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and as determined in good faith by the Issuer and (b) in connection with the creation or incurrence of any Lien pursuant to the definition of “Permitted Liens,” the Reserved Indebtedness Amount of the Issuer and its Restricted Subsidiaries that is secured by Liens on the Collateral as of such date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and as determined in good faith by the Issuer to (2) LTM EBITDA. “ Consolidated Total Debt Ratio ” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries as of such date of determination minus Cash Equivalents that would be stated on the balance sheet of the Issuer and its Restricted Subsidiaries as of such date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and as determined in good faith by the Issuer to (2) LTM EBITDA. “ Consolidated Total Indebtedness ” means, as of any date of determination, an amount equal to the aggregate amount of all outstanding Senior Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Senior Indebtedness for borrowed money, Obligations in respect of Financing Lease Obligations and debt obligations evidenced by bonds, notes, debentures, promissory notes and similar instruments, as determined in accordance with GAAP (including discounts for any original issue discount in connection with such Indebtedness but excluding for the avoidance of doubt all undrawn amounts under revolving credit facilities and letters of credit, and all obligations relating to Qualified Securitization Facilities and Non-Financing Lease Obligations and excluding the effects of any discounting of Indebtedness resulting from the application of repurchase or purchase or acquisition accounting in connection with the 2021 Transactions, any other acquisition or other transaction); provided , that Consolidated Total Indebtedness shall not include Indebtedness in respect of (A) any letter of credit, except to the extent of unreimbursed amounts under standby letters of credit, provided that any unreimbursed amounts under commercial letters of credit shall not be counted as Consolidated Total Indebtedness until five Business Days after such amount is drawn (B) Hedging Obligations and (C) any CMBS Loan or any Foreign RE Loan. The U.S. Dollar Equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. Dollar Equivalent principal amount of such Indebtedness. “ Contingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent: -18- (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds: (i) for the purchase or payment of any such primary obligation; or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. “ Controlled Investment Affiliate ” means, as to any Person, any other Person, other than any Investor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Issuer and/or other companies. “ Corporate Trust Office ” means the office of the Trustee or Notes Collateral Agent, as applicable, at which any time its corporate trust business related to this Indenture shall be administered, which office at the date hereof is Wilmington Trust, National Association, Global Capital Markets, 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, Attention: Medline Borrower, LP Notes Administrator, or such other address as the Trustee or Notes Collateral Agent, as applicable, may designate from time to time by notice to the Holders and the Issuers, or the principal corporate trust office of any successor Trustee or Notes Collateral Agent, as applicable, (or such other address as such successor Trustee or Notes Collateral Agent, as applicable, may designate from time to time by notice to the Holders and the Issuers). “ Credit Facilities ” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Secured Credit Facilities and any Senior ABL Credit Agreement, or other financing arrangements (including, without limitation, commercial paper facilities, agreements or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures, agreements, credit facilities or commercial paper facilities that replace, refund, supplement, extend, amend, restate or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental, extending, amended, restating or refinancing facility, arrangement, agreement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or other holders or investors. “ Custodian ” means the Trustee, as custodian with respect to the Notes, each in global form, or any successor entity thereto. “ Debt Fund Affiliate ” means (1) any fund or client managed by, or under common management with Blackstone Alternative Credit Advisors LP, Blackstone Real Estate Special Situations Advisors L.L.C. and Blackstone Tactical Opportunities Fund L.P., (2) any fund or client managed by an adviser within the credit focused division of Blackstone Inc. or Blackstone ISG-I Advisors L.L.C., (3) The -19- Blackstone Strategic Opportunity Funds (including masters, feeders, on-shore, offshore and parallel funds), (4) funds and accounts managed by Blackstone Alternative Solutions, L.L.C. or its Affiliates and (5) any other Affiliate of the Permitted Holders or the Issuer that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course. “ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured or waived prior to becoming an Event of Default. “ Definitive Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A-1 hereto for the 2031 Notes and Exhibit A-2 hereto for the 2033 Notes, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. “ Depositary ” means, with respect to the Notes issuable or issued in whole or in part in global form, any Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture. “ Discharge ” means, with respect to any Collateral, the date on which such Series of Pari Passu Obligations is no longer secured by such Collateral. The term “ Discharged ” shall have a corresponding meaning. “ Discharge of Pari Passu Obligations ” means, with respect to any Collateral, the Discharge of the applicable Pari Passu Obligations with respect to such Collateral; provided that a Discharge of Pari Passu Obligations shall not be deemed to have occurred in connection with a refinancing of such Pari Passu Obligations with additional Pari Passu Obligations secured by such Collateral under an additional Pari Passu Document which have been designated in writing by the applicable Collateral Agent (under the Pari Passu Obligations so refinanced) or by the Issuer, in each case, to each other Collateral Agent as “Pari Passu Obligations” for purposes of the Pari Passu Intercreditor Agreement. “ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Capital Stock of such Person or any direct or indirect parent entity thereof that would not otherwise constitute Disqualified Stock, and other than solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable or exchangeable at the option of the holder thereof (other than solely for Capital Stock of such Person or as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided that if such Capital Stock is issued pursuant to any plan for the benefit of future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants of the Issuer or its Subsidiaries or by any such plan to such future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries or a direct or indirect parent entity of the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability or otherwise in accordance with any management equity -20- subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement; provided, further , that any Capital Stock held by any future, current or former employee, director, officer, member, partner, manager, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer, any of its Subsidiaries, any of its direct or indirect parent entities or any other entity in which the Issuer or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of the Issuer or any direct or indirect parent of the Issuer (or the compensation committee thereof), in each case pursuant to any equity option or equity appreciation rights plan, any management, director and/or employee equity ownership or incentive plan, equity subscription plan or subscription agreement, employment termination agreement or any other employment agreement or equity holders’ agreement, shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries or any direct or indirect parent of the Issuer or in order to satisfy applicable statutory or regulatory obligations; and provided , further , however , that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock. “ Division ” means the division of the assets, liabilities and/or obligations of a Person (the “ Dividing Person ”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive. “ Domestic Subsidiary ” means, with respect to any Person, any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia. “ EBITDA ” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period: (a) increased (without duplication) by the following, in each case (other than with respect to clauses (vi), (viii), (xi) and (xiii) and the applicable pro forma adjustments in clause (xv)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period: (i) (A) provision for taxes based on income, profits or capital, including, without limitation, federal, state, municipal, foreign, franchise and similar taxes and sales taxes (such as the Delaware franchise tax, the Pennsylvania capital tax, Texas margin tax and provincial capital taxes paid in Canada) and withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations), (B) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes for such period or any portion thereof, the amount of Tax Distributions actually made to any direct or indirect parent company of such Person in respect of such period and (C) the net tax expense associated with any adjustments made pursuant to clauses (a) through (v) of the definition of “Consolidated Net Income”; plus (ii) Fixed Charges of such Person for such period (including (w) non-cash rent expense, (x) net losses or any obligations on Hedging Obligations or other derivative instruments, (y) bank fees, letter of credit fees and other financing fees and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (a)(o) through (z) in the definition thereof); plus -21- (iii) Consolidated Depreciation and Amortization Expense of such Person for such period; plus (iv) the amount of any equity-based or non-cash compensation charges or expenses, including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights; plus (v) any other non-cash charges, expenses or losses, including non-cash losses on the sale of assets and any write-offs or write-downs reducing Consolidated Net Income for such period and any non-cash expense relating to the vesting of warrants ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the Issuer may elect not to add back such non-cash charge in the current period and (B) to the extent the Issuer elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent), and excluding amortization of a prepaid cash item that was paid in a prior period; plus (vi) the amount of any non-controlling interest or minority interest expense or any expense or deduction attributable to non-controlling or minority equity interests of third parties in any non-Wholly Owned Subsidiary; plus (vii) the amount of (x) Board fees, management, monitoring, consulting, transaction, advisory and other fees (including termination fees) and indemnities, costs and expenses paid or accrued in such period to the Investors or otherwise to any member of the Board of Holdings, the Issuer, any Subsidiary of the Issuer or any direct or indirect parent of the Issuer, any Permitted Holder or any Affiliate of a Permitted Holder, (y) payments made to option holders of the Issuer or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of such Person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, including any cash consideration for any repurchase of equity, in each case to the extent permitted in this Indenture and (z) any fees and other compensation paid to the members of the Board of the Issuer or any of its parent entities; plus (viii) the amount of (x) pro forma adjustments, including pro forma “run rate” cost savings (including sourcing), operating expense reductions, operating improvements (including the entry into material contracts and arrangements) and cost synergies and other synergies (collectively, “ Run Rate Benefits ”) related to the 2021 Transactions that are reasonably identifiable (it is understood and agreed that “ run rate ” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken, net of the amount of actual benefits realized during such period from such actions) and projected by the Issuer in good faith to result from or relating to actions that have been taken or initiated, or have been committed to be taken or initiated, with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Issuer) within 36 months after the 2021 Acquisition Date (including from any actions taken in whole or in part prior to the Issue Date), net of the amount of actual benefits realized during such period from such actions, and (y) pro forma Run Rate Benefits related to mergers, amalgamations and other business combinations, acquisitions, investments, dispositions, divestitures, restructurings, operating improvements and expense reductions, cost savings initiatives, -22- new or revised contracts, discontinued operations, operational changes, Business Expansions, Tax Restructuring and other similar transactions or initiatives (including the modification and renegotiation of contracts and other arrangements) and including EBITDA pursuant to contracted pricing (at the highest contracted rate) (any such operating improvement, restructuring, cost savings initiative, contract or other transaction, action or initiative, a “ Run Rate Initiative ”) that are reasonably identifiable and projected by the Issuer in good faith to result from or relating to actions that have been taken or initiated, or have been committed to be taken or initiated, with respect to which substantial steps have been taken (in each case, including from any steps or actions taken or initiated in whole or in part prior to the Issue Date or the applicable consummation date of such transaction, initiative or event) or are expected to be taken (in the good faith determination of the Issuer) within 36 months after any such Run Rate Initiative is consummated or entered into, net of the amount of actual benefits realized during such period from such actions, in each case, calculated on a pro forma basis as though such cost savings, operating improvements and expense reductions, product margin and other synergies and EBITDA had been realized on the first day of such period for which EBITDA is being determined and as if such cost savings, operating improvements and expense reductions, product margin and other synergies and EBITDA were realized on the first day of the applicable period for the entirety of such period; provided that no cost savings, operating improvements and expense reductions, product margin and other synergies and EBITDA shall be added pursuant to this clause (h) to the extent duplicative of any expenses or charges otherwise added to EBITDA, whether through a pro forma adjustment or otherwise, for such period; plus (ix) (A) the amount of any fee, loss, charge, expense, cost, accrual or reserve of any kind incurred or accrued in connection with sales of receivables and related assets in connection with any Qualified Securitization Facility and (B) Securitization Fees and the amount of loss on sale of receivables and related assets to the Securitization Subsidiary in connection with Securitization Facility; plus (x) any costs or expense incurred by the Issuer or a Restricted Subsidiary or a direct or indirect parent entity of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement; plus (xi) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (b) below for any previous period and not added back; plus (xii) any losses, charges, expenses, costs or other payments (including all fees, expenses or charges related thereto) (i) from disposed, abandoned or discontinued operations, (ii) in respect of facilities no longer used or useful in the conduct of the business of the Issuer or its Restricted Subsidiaries, abandoned, closed, disposed or discontinued operations and any losses on disposal of abandoned, closed or discontinued operations and (iii) attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith by the Issuer; plus (xiii) at the option of the Issuer with respect to any applicable period, an amount equal to the net change in deferred revenue at the end of such period from the deferred revenue at the end of the previous period; plus -23- (xiv) compensation expense attributable to positive investment income with respect to funded deferred compensation account balances; plus (xv) adjustments, exclusions and add-backs (but not including, for the avoidance of doubt, any deductions) (1) used in connection with or reflected in the calculation of “Further Adjusted EBITDA” as set forth in “Summary—Summary Historical and Pro Forma Consolidated Financial Information” contained in the offering memorandum relating to the Existing 3.875% Secured Notes and the Existing Unsecured Notes, as set forth in “Summary—Summary Historical Consolidated Financial Information” contained in the offering memorandum relating to the Existing 6.250% Secured Notes or as set forth in “Summary—Summary Historical Consolidated Financial Information” contained in the Offering Memorandum to the extent such adjustments continue to be applicable during the period in which EBITDA is being calculated and other adjustments, exclusions and add-backs of a similar nature to the foregoing, in each case applied in good faith by the Issuer and (2) identified or set forth in any quality of earnings report or analysis prepared by independent registered public accountants of recognized national or international standing or any other accounting or valuation firm in connection with any acquisition, merger, consolidation, Investment or other transaction not prohibited by this Indenture; plus (xvi) the amount of any gains or losses arising from embedded derivatives in the customer contracts of the Issuer or a Restricted Subsidiary and any gain or loss attributable to mark-to-market adjustments in the valuation of pension liabilities, including actuarial gain or loss on pension and post-retirement plans, curtailments and settlements; plus (xvii) charges, expenses or losses incurred in connection with any Tax Restructuring; plus (xviii) charges relating to the sale of products in new locations, including start-up costs, initial testing and registration costs in new markets, the cost of feasibility studies, travel costs for employees engaged in activities relating to any or all of the foregoing and the allocation of general and administrative support in connection with any or all of the foregoing; plus (xix) costs related to the implementation of operational and reporting systems and technology initiatives and one-time Public Company Costs; plus (xx) charges associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and charges relating to compliance with the provisions of the Securities Act and the Exchange Act, as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, employees’, consultants’, directors’ or managers’ compensation, fees and expense reimbursement, charges relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing fees; and -24- (b) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period: (i) non-cash gains (including non-cash gains on the sale of assets) increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus (ii) any net income from disposed, abandoned, closed or discontinued operations or attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith by the Issuer; plus (iii) the reduction in compensation expense attributable to investment loss with respect to funded deferred compensation account balances; plus (iv) claims paid by the Issuer or any Captive Insurance Subsidiary and administrative expenses paid to any Captive Insurance Subsidiary; and (c) increased or decreased (without duplication) by, as applicable, any non-cash adjustments resulting from the application of FASB Interpretation No. 45 Guarantees, or any comparable applicable accounting standard. “ EMU ” means the economic and monetary union as contemplated in the Treaty on European Union. “ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. “ Equityholding Vehicle ” means any direct or indirect parent entity of the Issuer and any equityholder thereof through which future, present or former employees, directors, officers, managers, members or partners of the Issuer or any of its Subsidiaries or direct or indirect parent entities hold Capital Stock of the Issuer or such parent entity. “ euro ” means the single currency of participating member states of the EMU. “ Euroclear ” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or any successor clearing agency. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (and with respect to the definitions of “Change of Control” and “Permitted Holders” only, as in effect on the Issue Date). “ Excluded Assets ” means the following: (a) any property or assets owned by any Foreign Subsidiary (unless such Subsidiary becomes a Guarantor), any Unrestricted Subsidiary (unless such Subsidiary becomes a Guarantor at the option of the Issuer) or any Subsidiary which is not a Grantor; -25- (b) any lease, license, contract, agreement or other general intangible or any property subject to a purchase money security interest, Financing Lease Obligation or similar arrangement, in each case permitted or otherwise not prohibited under this Indenture, to the extent that a grant of a security interest therein would violate or invalidate such lease, license, contract, agreement or other general intangible, Financing Lease Obligations or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Grantor) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition; (c) any interest in real property; (d) any interest in leased real property (including any requirement to deliver landlord waivers, estoppels and collateral access letters); (e) motor vehicles, aircrafts, airframes, aircrafts engines or helicopters and other assets subject to certificates of title; (f) margin stock and Equity Interests of any Person other than the Issuer and each Wholly Owned Subsidiary of the Issuer that is a Restricted Subsidiary (that is also not an Excluded Subsidiary (other than any Restricted Subsidiary that is an Excluded Subsidiary solely pursuant to clause (f) or (j)(y) of the definition thereof in the Senior Secured Credit Facilities)); (g) any intent-to-use trademark application prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, that granting a security interest in such trademark application prior to such filing would impair the enforceability or validity, or result in the voiding, of such trademark application (or any registration that may issue therefrom) under applicable federal law; (h) any property or assets to the extent a security interest therein would result in material adverse tax consequences to Holdings, the Issuer, any direct or indirect parent entity or owners of the Issuer or any of the Issuer’s direct or indirect Subsidiaries, in each case, as reasonably determined by the Issuer in consultation with the Bank Collateral Agent; (i) any governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition or restriction; (j) any assets to the extent pledges and security interests therein are prohibited or restricted by applicable law whether on the Issue Date or thereafter (including any requirement to obtain the consent of any governmental authority or third party (other than any Issuer or any Guarantor)); (k) all commercial tort claims; (l) any deposit accounts, securities accounts or any similar accounts (including securities entitlements) and any other accounts used solely as payroll and other employee wage and benefit accounts, tax accounts (including, without limitation, sales tax accounts) and any tax benefits accounts, escrow accounts, fiduciary or trust accounts and any funds and other property held in or maintained in any such accounts; (m) letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security interest in such other Collateral may be accomplished by the filing of a Uniform Commercial Code financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a Uniform Commercial Code financing statement); -26- (n) cash and Cash Equivalents (other than cash and Cash Equivalents constituting proceeds of Collateral); (o) any particular assets if the burden, cost or consequence of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained therefrom by the Holders under the Notes, this Indenture and the Security Documents as reasonably determined by the Issuer; (p) voting Equity Interests in any Foreign Subsidiary, any CFC or any FSHCO Subsidiary, in each case, representing more than 65% of the voting power of all outstanding Equity Interests of such Foreign Subsidiary, CFC or FSHCO Subsidiary; (q) [Reserved]; (r) so long as the Senior Secured Credit Facilities remain outstanding, any asset that is not pledged to secure obligations arising in respect of the Senior Secured Credit Facilities (whether pursuant to the terms of the Senior Secured Credit Facilities (and any related document) as a result of any determination made thereunder, or by amendment, waiver or otherwise); (s) so long as a Senior ABL Credit Agreement is outstanding, any asset that would otherwise constitute ABL Priority Collateral that is not then subject to a Lien securing the Senior ABL Revolving Credit Obligations at such time; and (t) proceeds from any and all of the foregoing assets described in clauses (a) through (s) above to the extent such proceeds would otherwise be excluded pursuant to clauses (a) through (s) above; provided , however , that Excluded Assets shall not include any assets that are pledged to secure obligations arising in respect of the Senior Secured Credit Facilities (whether pursuant to the terms of the credit agreement governing the Senior Secured Credit Facilities (and any related documents) or any amendment or otherwise). “ Excluded Subsidiary ” means “Excluded Subsidiary” (as defined in the Senior Secured Credit Facilities). “ Existing Notes ” means, collectively, the Existing Secured Notes and the Existing Unsecured Notes. “ Existing Notes Collateral Agent ” means Wilmington Trust, National Association, in its capacity as collateral agent for the holders of the Existing Pari Passu Notes Obligations under the Existing Secured Indentures and the Existing Security Documents and any successor pursuant to the provisions of the Existing Secured Indentures and the Existing Security Documents. “ Existing Notes Secured Parties ” means, collectively, (i) the trustee with respect to the Existing 3.875% Secured Notes, the Existing 3.875% Notes Collateral Agent and the holders of the Existing 3.875% Secured Notes and (ii) the trustee with respect to the Existing 6.250% Secured Notes, the Existing 6.250% Notes Collateral Agent and the holders of the Existing 6.250% Secured Notes. -27- “ Existing Pari Passu Notes Obligations ” means Obligations in respect of the Existing Secured Notes, the Existing Secured Indentures, the guarantees of the Existing Secured Notes and the security documents relating to the Existing Secured Notes. “ Existing Secured Indentures ” has the meaning set forth in the definition of “Existing Secured Notes.” “ Existing Secured Notes ” means, collectively, the Issuers’ (i) 3.875% Senior Secured Notes due 2029 (the “ Existing 3.875% Secured Notes ”) issued pursuant to the Indenture, dated as of October 15, 2021, among the Issuers, the guarantors party thereto, Wilmington Trust, National Association, as trustee and the Existing Notes Collateral Agent (as amended, modified and supplemented from time to time, the “ Existing 3.875% Secured Notes Indenture ”) and (ii) 6.250% Senior Secured Notes due 2029 (the “ Existing 6.250% Secured Notes ”) issued pursuant to the Indenture, dated as of March 27, 2024, among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (as amended, modified and supplemented from time to time, the “ Existing 6.250% Secured Notes Indenture ” and, together with the Existing 3.875% Secured Notes Indenture, the “ Existing Secured Indentures ”). “ Existing Security Documents ” means, collectively, the Pari Passu Intercreditor Agreement, the security agreement, other security or intercreditor agreements relating to the Existing Secured Notes, as amended, amended and restated, modified, renewed or replaced from time to time. “ Existing Unsecured Indenture ” has the meaning set forth in the definition of “Existing Unsecured Notes.” “ Existing Unsecured Notes ” means the Issuers’ 5.250% Senior Notes due 2029 issued pursuant to the Indenture, dated as of October 15, 2021, among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee (as amended, modified and supplemented from time to time, the “ Existing Unsecured Indenture ”). “ fair market value ” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith. “ Financing Lease Obligation ” means an obligation that is required to be accounted for as a financing or capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP. At the time any determination thereof is to be made, the amount of the liability in respect of a financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that any obligations of the Issuer or its Restricted Subsidiaries either existing on the Issue Date or created prior to any recharacterization described below (1) that were not included on the consolidated balance sheet of the Issuer as financing or capital lease obligations and (2) that are subsequently recharacterized as financing or capital lease obligations or indebtedness due to a change in accounting treatment or otherwise, shall for all purposes under this Indenture (including, without limitation, the calculation of Consolidated Net Income and EBITDA) not be treated as financing or capital lease obligations, Financing Lease Obligations or Indebtedness. Notwithstanding the foregoing, at any time on or following the Issue Date, the Issuer may elect that “GAAP” as used in this definition shall mean GAAP as in effect on January 1, 2015. For the avoidance of doubt, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness. “ Fitch ” means Fitch Ratings, Inc. or any successor to the rating agency business thereof. -28- “ Fixed Asset Priority Collateral ” means all Collateral, other than ABL Priority Collateral. “ Fixed Charge Coverage Ratio ” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that such Person or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit, working capital or letter of credit facility) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or substantially concurrently with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Fixed Charge Coverage Ratio Calculation Date ”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock (in each case, including a pro forma application of the net proceeds therefrom), as if the same had occurred at the beginning of the applicable four-quarter period, subject, for the avoidance of doubt, to the paragraphs contained in Section 1.07 hereof. For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations (as determined in accordance with GAAP), operational changes, Business Expansions, new or revised contracts and other transactions that have been made by or involving the Issuer or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or substantially concurrently with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations, operational changes, Business Expansions, new or revised contracts and other transactions (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period; provided that at the election of the Issuer, such pro forma adjustments shall not be required to be determined to the extent the aggregate consideration paid in connection with such acquisition or other transaction was less than the greater of (i) $180.0 million and (ii) 5.0% of LTM EBITDA. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change, Business Expansion or other transaction that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change, Business Expansion, new or revised contract or other transaction had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change, Business Expansion, new or revised contract or other transaction (including the 2021 Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer or its Restricted Subsidiaries (and may include, for the avoidance of doubt, cost savings, operating expense reductions and product margin, and other synergies resulting from such Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change, Business Expansion, new or revised contract or other transaction (including the 2021 Transactions) which is being given pro forma effect) calculated in accordance with and permitted by clauses (a)(viii) and (a)(xv) of the definition of “EBITDA.” If any Indebtedness bears a floating or formula rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the -29- applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Financing Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate. “ Fixed Charge Coverage Ratio Calculation Date ” has the meaning set forth in the definition of “Fixed Charge Coverage Ratio.” “ Fixed Charges ” means, with respect to any Person for any period, the sum of, without duplication: (a) Consolidated Interest Expense of such Person for such period; (b) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and (c) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period. “ Foreign RE Assets ” means, collectively, those certain interests in real property and related assets owned by the Issuer and its Subsidiaries located outside the United States. “ Foreign RE Borrower Subsidiary ” means any Subsidiary of the Issuer (i) party to a Foreign RE Loan, indenture or other financing secured or supported by interests in Foreign RE Assets and other real property, (ii) any Subsidiary of a Person described in the foregoing clause (i) or (iii) otherwise designated by the Issuer as a “Foreign RE Borrower Subsidiary” from time to time. “ Foreign RE Loans ” means, collectively, one or more mortgage, mezzanine or other loans or indebtedness secured or supported by interests in one or more Foreign RE Assets. “ Foreign Subsidiary ” means (i) any Subsidiary of the Issuer that is not a Domestic Subsidiary and (ii) any direct or indirect Domestic Subsidiary that is a direct or indirect Subsidiary of a direct or indirect Foreign Subsidiary that is a CFC. “ FSHCO Subsidiary ” means any Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries that are CFCs or Subsidiaries that are FSHCO Subsidiaries. “ Funded Debt ” means any Indebtedness for money borrowed (other than in connection with a Qualified Securitization Facility), w…

Document text

EX-4.1 · d50280dex41.htm

EX-4.1
 2
 d50280dex41.htm
 EX-4.1

 Exhibit 4.1

 INDENTURE
 Dated as of
May 28, 2026
 Among

 MEDLINE BORROWER, LP, as the Issuer,

 MEDLINE CO-ISSUER, INC., as the Co-Issuer,

 MEDLINE INTERMEDIATE, LP, as Holdings,

 the Subsidiary Guarantors named herein,

 and
 WILMINGTON TRUST, NATIONAL
ASSOCIATION,
 as Trustee, Paying Agent, Transfer Agent, Registrar and Notes Collateral Agent

 $1,250,000,000 5.000% SENIOR SECURED NOTES DUE 2031

 $750,000,000 5.250% SENIOR SECURED NOTES DUE 2033

 TABLE OF CONTENTS

 Page

 ARTICLE 1

 DEFINITIONS AND INCORPORATION BY REFERENCE

 Section 1.01.

 Definitions

 1

 Section 1.02.

 Other Definitions

 59

 Section 1.03.

 Rules of Construction

 59

 Section 1.04.

 Acts of Holders

 61

 Section 1.05.

 Timing of Payment

 62

 Section 1.06.

 Limited Condition Transactions

 62

 Section 1.07.

 Certain Compliance Calculations

 64

 Section 1.08.

 [Reserved]

 64

 Section 1.09.

 [Reserved]

 64

 ARTICLE 2

 THE NOTES

 Section 2.01.

 Form and Dating; Terms

 65

 Section 2.02.

 Execution and Authentication

 66

 Section 2.03.

 Registrars, Transfer Agents and Paying Agents

 67

 Section 2.04.

 Notes Paying Agent to Hold Money in Trust

 67

 Section 2.05.

 Holder Lists

 67

 Section 2.06.

 Transfer and Exchange

 68

 Section 2.07.

 Replacement Notes

 79

 Section 2.08.

 Outstanding Notes

 80

 Section 2.09.

 Treasury Notes

 80

 Section 2.10.

 Temporary Notes

 80

 Section 2.11.

 Cancellation

 81

 Section 2.12.

 Defaulted Interest

 81

 Section 2.13.

 CUSIP, ISIN or Common Code Numbers

 81

 ARTICLE 3

 REDEMPTION

 Section 3.01.

 Notices to Trustee

 81

 Section 3.02.

 Selection of Notes to Be Redeemed or Purchased

 82

 Section 3.03.

 Notice of Redemption or Purchase

 82

 Section 3.04.

 Effect of Notice of Redemption or Purchase

 83

 Section 3.05.

 Deposit of Redemption Price

 83

 Section 3.06.

 Notes Redeemed in Part

 84

 Section 3.07.

 Optional Redemption

 84

 Section 3.08.

 [Reserved]

 86

 Section 3.09.

 Mandatory Redemption

 86

 -i-

 ARTICLE 4

 COVENANTS

 Section 4.01.

 Payment of Notes

 86

 Section 4.02.

 Maintenance of Office or Agency

 86

 Section 4.03.

 Reports and Other Information

 87

 Section 4.04.

 Compliance Certificate

 89

 Section 4.05.

 Taxes

 89

 Section 4.06.

 Stay, Extension and Usury Laws

 90

 Section 4.07.

 [Reserved]

 90

 Section 4.08.

 [Reserved]

 90

 Section 4.09.

 [Reserved]

 90

 Section 4.10.

 [Reserved]

 90

 Section 4.11.

 [Reserved]

 90

 Section 4.12.

 Liens

 90

 Section 4.13.

 Company Existence

 91

 Section 4.14.

 Offer to Repurchase Upon Change of Control Triggering Event

 91

 Section 4.15.

 Limitations on Guarantees of Indebtedness by Restricted Subsidiaries

 93

 Section 4.16.

 Sale and Lease-Back Transactions

 94

 Section 4.17.

 Release of Collateral and Guarantees upon Investment Grade Event

 95

 Section 4.18.

 After-Acquired Collateral

 96

 Section 4.19.

 Post-Closing Covenant

 96

 ARTICLE 5

 SUCCESSORS

 Section 5.01.

 Merger, Consolidation or Sale of All or Substantially All Assets

 96

 Section 5.02.

 Successor Person Substituted

 98

 ARTICLE 6

 DEFAULTS AND REMEDIES

 Section 6.01.

 Events of Default

 98

 Section 6.02.

 Acceleration

 101

 Section 6.03.

 Other Remedies

 101

 Section 6.04.

 Waiver of Past Defaults

 101

 Section 6.05.

 Control by Majority

 102

 Section 6.06.

 Limitation on Suits

 102

 Section 6.07.

 Right of Holders to Sue for Payment

 102

 Section 6.08.

 Collection Suit by Trustee

 102

 Section 6.09.

 Restoration of Rights and Remedies

 102

 Section 6.10.

 Rights and Remedies Cumulative

 103

 Section 6.11.

 Delay or Omission Not Waiver

 103

 Section 6.12.

 Trustee May File Proofs of Claim

 103

 Section 6.13.

 Priorities

 103

 Section 6.14.

 Undertaking for Costs

 104

 Section 6.15.

 Underlying Cure

 104

 ARTICLE 7

 TRUSTEE AND AGENTS

 Section 7.01.

 Duties of Trustee

 104

 Section 7.02.

 Rights of Trustee

 105

 Section 7.03.

 Individual Rights of Trustee

 107

 Section 7.04.

 Trustee’s Disclaimer

 107

 -ii-

 Section 7.05.

 Notice of Defaults

 108

 Section 7.06.

 Compensation and Indemnity

 108

 Section 7.07.

 Replacement of Trustee

 109

 Section 7.08.

 Successor Trustee by Merger, etc.

 110

 Section 7.09.

 Eligibility; Disqualification

 110

 Section 7.10.

 Security Documents; Intercreditor Agreements

 110

 Section 7.11.

 Limitation on Duty of Trustee in Respect of Collateral; Indemnification

 110

 ARTICLE 8

 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

 Section 8.01.

 Option to Effect Legal Defeasance or Covenant Defeasance

 111

 Section 8.02.

 Legal Defeasance and Discharge

 111

 Section 8.03.

 Covenant Defeasance

 112

 Section 8.04.

 Conditions to Legal or Covenant Defeasance

 112

 Section 8.05.

 Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions

 113

 Section 8.06.

 Repayment to Issuer

 114

 Section 8.07.

 Reinstatement

 114

 ARTICLE 9

 AMENDMENT, SUPPLEMENT AND WAIVER

 Section 9.01.

 Without Consent of Holders

 114

 Section 9.02.

 With Consent of Holders

 116

 Section 9.03.

 Revocation and Effect of Consents

 119

 Section 9.04.

 Notation on or Exchange of Notes

 119

 Section 9.05.

 Trustee to Sign Amendments, etc.

 119

 Section 9.06.

 Additional Voting Terms; Calculation of Principal Amount

 120

 Section 9.07.

 No Impairment of Right of Holders to Receive Payment.

 120

 ARTICLE 10

 GUARANTEES

 Section 10.01.

 Guarantee

 120

 Section 10.02.

 Limitation on Guarantor Liability

 122

 Section 10.03.

 Execution and Delivery

 122

 Section 10.04.

 Subrogation

 122

 Section 10.05.

 Benefits Acknowledged

 123

 Section 10.06.

 Release of Guarantees

 123

 ARTICLE 11

 SATISFACTION AND DISCHARGE

 Section 11.01.

 Satisfaction and Discharge

 124

 Section 11.02.

 Application of Trust Money

 125

 -iii-

 ARTICLE 12

 [RESERVED]

 ARTICLE 13

 COLLATERAL

 Section 13.01.

 Security Documents

 125

 Section 13.02.

 Release of Collateral

 126

 Section 13.03.

 Suits to Protect the Collateral

 127

 Section 13.04.

 Authorization of Receipt of Funds by the Trustee Under the Security Documents

 128

 Section 13.05.

 Purchaser Protected

 128

 Section 13.06.

 Powers Exercisable by Receiver or Trustee

 128

 Section 13.07.

 Notes Collateral Agent

 128

 ARTICLE 14

 MISCELLANEOUS

 Section 14.01.

 Notices

 136

 Section 14.02.

 [Reserved]

 138

 Section 14.03.

 Certificate and Opinion as to Conditions Precedent

 138

 Section 14.04.

 Statements Required in Certificate or Opinion

 138

 Section 14.05.

 Rules by Trustee and Agents

 139

 Section 14.06.

 No Personal Liability of Directors, Officers, Employees and Stockholders

 139

 Section 14.07.

 Governing Law

 139

 Section 14.08.

 Waiver of Jury Trial

 139

 Section 14.09.

 Force Majeure

 139

 Section 14.10.

 No Adverse Interpretation of Other Agreements

 139

 Section 14.11.

 Successors

 139

 Section 14.12.

 Severability

 139

 Section 14.13.

 Intercreditor Agreements

 140

 Section 14.14.

 Counterpart Originals

 140

 Section 14.15.

 Table of Contents, Headings, etc.

 140

 Section 14.16.

 Trust Indenture Act

 140

 Section 14.17.

 USA Patriot Act

 140

 EXHIBITS

 Exhibit A-1

 FORM OF 2031 NOTE

 Exhibit A-2

 FORM OF 2033 NOTE

 Exhibit B

 FORM OF CERTIFICATE OF TRANSFER

 Exhibit C

 FORM OF CERTIFICATE OF EXCHANGE

 Exhibit D

 FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

 Exhibit E

 FORM OF JUNIOR LIEN INTERCREDITOR AGREEMENT

 Exhibit F

 FORM OF ABL/FIXED ASSET INTERCREDITOR AGREEMENT

 -iv-

 INDENTURE, dated as of May 28, 2026, among Medline Borrower, LP, a Delaware limited
partnership (the “ Issuer ”), Medline Co-Issuer, Inc., a Delaware corporation (the “ Co-Issuer ” and, together with the Issuer, the
“ Issuers ”), Medline Intermediate, LP, a Delaware limited partnership (“ Holdings ”), the Subsidiary Guarantors (as defined herein) named herein and Wilmington Trust, National Association, as Trustee, Paying Agent,
Transfer Agent, Registrar and Notes Collateral Agent.
 W I T N E S E T H

 WHEREAS, the Issuers have duly authorized the creation of an issue of $1,250,000,000 aggregate principal amount of the Issuers’ 5.000%
Senior Secured Notes due 2031 (the “ Initial 2031 Notes ”) and $750,000,000 aggregate principal amount of the Issuers’ 5.250% Senior Secured Notes due 2033 (the “ Initial 2033 Notes ” and, together with the
Initial 2031 Notes, the “ Initial Notes ”);
 WHEREAS, the obligations of the Issuers with respect to the due and
punctual payment of the principal of, premium, if any, and interest on the Notes (as defined herein) and the performance and observation of each covenant and agreement under this Indenture (as defined herein) on the part of the Issuers to be
performed or observed will be unconditionally and irrevocably guaranteed on a senior secured basis by Holdings and each Subsidiary Guarantor; and

 WHEREAS, each of the Issuers and the Guarantors has duly authorized the execution and delivery of this Indenture (as defined herein).

 NOW, THEREFORE, the Issuers, the Guarantors, the Trustee and the Notes Collateral Agent agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders (as defined herein).
 ARTICLE 1

 DEFINITIONS AND INCORPORATION BY REFERENCE

 Section 1.01. Definitions .

 “ 144A Global Note ” means a Global Note, substantially in the form of Exhibit
 A-1 hereto for the 2031 Notes and Exhibit A-2 hereto for the 2033 Notes, in each case, bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the applicable Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of Notes sold in reliance on Rule 144A.

 “ 2021 Acquisition Date ” means October 21, 2021.

 “ 2021 Transaction Expenses ” means any fees or expenses incurred or paid by the Investors, the Issuers or any of their
Affiliates in connection with the 2021 Transactions (including payments to future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants as change of control payments, severance
payments, consent payments, special or retention bonuses and charges for repurchase or rollover, acceleration or payments of, or modifications to, stock option or other equity-based awards (including the payments of amounts due in connection with
the Phantom Equity Plan), expenses in connection with hedging transactions related to the Senior Secured Credit Facilities and any original issue discount or upfront fees), the Support and Services Agreement, the Existing 3.875% Secured Notes
Indenture, the Existing Unsecured Indenture, the Existing 3.875% Secured Notes, the Existing Unsecured Notes, the Existing Security Documents, the Loan Documents (as defined in the Senior Secured Credit Facilities), the Initial CMBS Financing and
the transactions contemplated hereby and thereby.

 -1-

 “ 2021 Transactions ” means the Acquisition, the making of the equity
investment by the Investors on the 2021 Acquisition Date, the issuance of the Existing 3.875% Secured Notes and the related guarantees, the issuance of the Existing Unsecured Notes and related guarantees, the borrowings under, and the entry into,
the Senior Secured Credit Facilities and the Initial CMBS Financing on the 2021 Acquisition Date, the payment of 2021 Transaction Expenses and other transactions contemplated by the Acquisition Agreement or in connection therewith or incidental
thereto as described in the offering memorandum related to the Existing 3.875% Secured Notes and the Existing Unsecured Notes.

 “ 2031 Notes ” means Initial 2031 Notes and any Additional 2031 Notes.

 “ 2033 Notes ” means Initial 2033 Notes and any Additional 2033 Notes.

 “ ABL Priority Collateral ” means all Collateral identified as “ABL Collateral,” “ABL Priority
Collateral” or a similar defined term in a Senior ABL Credit Agreement or an ABL/Fixed Asset Intercreditor Agreement, including, but not limited to, the following:

 (a) accounts (other than to the extent constituting identifiable proceeds of Fixed Asset Priority Collateral), chattel paper
and payment intangibles;
 (b) deposit accounts (and all balances, cash, checks and other negotiable instruments, funds and
other evidences of payment held therein), securities accounts (and all balances, cash, checks, securities, securities entitlements, financial asset and instruments (whether negotiable or otherwise), funds and other evidences of payment held
therein), and commodities accounts (and all balances, cash, checks, securities, securities entitlements, financial asset and instruments (whether negotiable or otherwise)), other than a deposit account, securities account or commodities account
containing exclusively identifiable proceeds of Fixed Asset Priority Collateral;
 (c) all inventory;

 (d) to the extent evidencing, governing, securing or otherwise reasonably related to any of the foregoing, all documents,
general intangibles, instruments, investment property (other than Capital Stock), commercial tort claims, letters of credit, letter of credit rights and supporting obligations;

 (e) all books, records and documents related to the foregoing (including databases, customer lists and other records, whether
tangible or electronic, which contain any information relating to any of the foregoing); and
 (f) all proceeds and products
of any or all of the foregoing in whatever form received, including proceeds of business interruption and other insurance and claims against third parties.

 “ ABL/Fixed Asset Intercreditor Agreement ” means an intercreditor agreement substantially in the form of Exhibit F
hereto (which agreement in such form or with changes thereto permitted by Section 9.01 hereof the Notes Collateral Agent is authorized to enter into) entered into among the Notes Collateral Agent, the Bank Collateral Agent and the applicable
Collateral Agent for the lenders and other secured parties under the Senior ABL Credit Agreement in connection with the incurrence of any Senior ABL Revolving Credit Obligations, as it may be amended from time to time.

 “ Accounting Change ” has the meaning set forth in the definition of “GAAP.”

 -2-

 “ Acquisition ” means the transactions directly or indirectly related to or
contemplated pursuant to the Acquisition Agreement.
 “ Acquisition Agreement ” means the purchase and sale
agreement, dated as of June 5, 2021, by and among Mozart Buyer LP, Mozart Debt Merger Sub Inc, Mozart RE Debt Merger Sub Inc., Mozart Holdco, Inc. and Medline Industries, Inc. and the other parties thereto, as amended, modified and supplemented
from time to time.
 “ Acquisition Consideration ” means, in connection with any acquisition, the aggregate amount (as
valued at the fair market value of such acquisition at the time such acquisition is made) of, without duplication: (a) the purchase consideration paid or payable for such acquisition, whether payable at or prior to the consummation of such
acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Indebtedness
and/or guarantee obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or
the like) of any Person or business and (b) the aggregate amount of Indebtedness assumed in connection with such acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Acquisition
Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such acquisition) to be established in respect thereof by the Issuer or its Restricted Subsidiaries.

 “ Additional 2031 Notes ” means any additional 2031 Notes (other than the Initial 2031 Notes) issued from time to time under
this Indenture in accordance with Sections 2.01, 2.02 and 4.12 hereof.
 “ Additional 2033 Notes ” means any additional
2033 Notes (other than the Initial 2033 Notes) issued from time to time under this Indenture in accordance with Sections 2.01, 2.02 and 4.12 hereof.

 “ Additional Notes ” means, collectively, the Additional 2031 Notes and the Additional 2033 Notes.

 “ Additional Pari Passu Obligations ” means any Indebtedness having Pari Passu Lien Priority relative to the Notes with
respect to the Collateral and is not secured by any other assets; provided that an authorized representative of the holders of such Indebtedness shall have executed a joinder to the Pari Passu Intercreditor Agreement. For the avoidance of
doubt, any Senior ABL Revolving Credit Obligations shall not be considered Additional Pari Passu Obligations.
 “ Additional Pari
Passu Secured Parties ” means the holders of any Additional Pari Passu Obligations and any trustee, authorized representative or agent of such Additional Pari Passu Obligations.

 “ 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. No Person shall be an “Affiliate” of the Issuer or any Subsidiary solely because it is an unrelated portfolio operating company of an Investor. For purposes of this
definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

 “ Affiliated Holder ” means, at any time, any Holder that is a direct or indirect holding company of Holdings or the Issuer
or an Investor (including portfolio companies of the Investors notwithstanding the exclusion in the definition of “Investors”) (other than Holdings, the Issuer or any of its Subsidiaries and other than any Debt Fund Affiliate) or a Non-Debt Fund Affiliate of an Investor at such time.

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 “ Agent ” means any Registrar, Transfer Agent, Paying Agent or
Authentication Agent.
 “ Applicable Indebtedness ” has the meaning set forth in the definition of “Weighted Average
Life to Maturity.”
 “ Applicable Procedures ” means, with respect to any transfer or exchange of or for, redemption
of, or notice with respect to beneficial interests in any Global Note or the redemption or repurchase of any Global Note, the rules and procedures of DTC, the Depositary, Euroclear and/or Clearstream that apply to such transfer, exchange, redemption
or repurchase.
 “ Attributable Debt ” means, with respect to a Sale and Lease-Back Transaction with respect to any
Principal Property, at the time of determination, the lesser of: (a) the fair market value of such property (as determined by the Board of the Issuer or a parent entity in good faith); (b) the present value of the total net amount of rent
required to be paid under such lease during the remaining term thereof (including any period for which such lease has been extended and excluding any unexercised renewal or other extension options exercisable by the lessee, and excluding amounts on
account of maintenance and repairs, services, taxes and similar charges and contingent rents), discounted at the rate of interest set forth or implicit in the terms of such lease (or, if not practicable to determine such rate, the weighted average
interest rate per annum borne by the Notes) compounded semi-annually or (c) if the obligation with respect to the Sale and Lease-Back Transaction constitutes a Financing Lease Obligation, the amount equal to the capitalized amount of such
obligation determined in accordance with GAAP and included in the financial statements of the lessee. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount will be the lesser of the net amount
determined assuming termination upon the first date such lease may be terminated (in which case the net amount will also include the amount of the penalty, but no rent will be considered as required to be paid under such lease subsequent to the
first date upon which it may be so terminated) or the net amount determined assuming no such termination.
 “ Bank Collateral
Agent ” means Bank of America, N.A., in its capacity as collateral agent for the lenders and other secured parties under the Senior Secured Credit Facilities, together with its successors and permitted assigns under the Senior Secured
Credit Facilities.
 “ Bank Products ” means any facilities or services related to cash management, including treasury,
depository, overdraft, credit or debit card, purchase card, automatic clearinghouse transfer transactions, controlled disbursements, foreign exchange facilities, stored value cards, merchant services, electronic funds transfer and other cash
management or similar arrangements.
 “ Bankruptcy Code ” means Title 11, U.S. Code, as amended.

 “ Bankruptcy Law ” means the Bankruptcy Code or any similar federal, state or applicable
 non-U.S. law for the relief of debtors.
 “ Blackstone Funds ” means, individually
or collectively, Blackstone Inc. and its Affiliates and any investment fund, partnership, co-investment vehicle and/or other similar vehicles or accounts, in each case managed, advised or controlled by Blackstone Inc. or one or more of its
Affiliates, or any successor of any of the foregoing.

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 “ Board ” with respect to a Person means the board of directors, board of
managers, sole member or managing member or other governing body of such Person, or if such Person is owned or managed by a single entity or has a general partner, the board of directors, board of managers, sole member or managing member or other
governing body of such entity or general partner, or in each case, any duly authorized committee thereof, and the term “ director ” means a member of the applicable Board.

 “ Borrowing Base ” at any given time means an amount equal to:

 (a) 90% of the face amount of all accounts receivable owned by the Issuer and its Restricted Subsidiaries; plus

 (b) 90% of the book value of all inventory owned by the Issuer and its Restricted Subsidiaries; plus

 (c) 100% of all cash held in a deposit account pledged or to be pledged for the benefit of the lenders under a Senior ABL
Credit Agreement;
 in each case, of the Issuer and its Restricted Subsidiaries in accordance with GAAP, as of the most recently ended
fiscal month internally available to the Issuer immediately preceding the date of determination and measured as of the date of incurrence or establishment of commitments (at the Issuer’s election).

 The Borrowing Base shall be calculated on a pro forma basis to include any accounts receivable and inventory owned by an entity that is to be
merged with or into or acquired by the Issuer or a Restricted Subsidiary or is to become a Restricted Subsidiary on the date of determination or any cash of such entity that will become subject to clause (c) above.

 “ Business Day ” means each day which is not a Legal Holiday.

 “ Business Expansion ” means (a) each facility which is either a new facility, branch, store or office or an expansion,
relocation, remodeling or substantial modernization of an existing facility, branch, store or office owned by the Issuer or a Restricted Subsidiary and (b) each creation or expansion into new markets (in one or a series of related transactions)
of a business unit to the extent such business unit commences operations or each expansion (in one or a series of related transactions) of business into a new market.

 “ Capital Stock ” means:

 (a) in the case of a corporation, corporate stock or shares in the capital of such corporation;

 (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock;
 (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and
 (d) 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.

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 “ Capitalized Software Expenditures ” means, for any period, the aggregate
of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in
conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

 “ Captive Insurance Subsidiary ” means (i) any Subsidiary of the Issuer operating for the purpose of (a) insuring
the businesses, operations or properties owned or operated by the Issuer or any of its Subsidiaries, including their future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants, and
related benefits and/or (b) conducting any activities or business incidental thereto (it being understood and agreed that activities which are relevant or appropriate to qualify as an insurance company for U.S. federal or state tax purposes or
other national, regional or local tax purposes shall be considered “activities or business incidental thereto”) or (ii) any Subsidiary of any such insurance subsidiary operating for the same purpose described in clause
(i) above.
 “ Carlyle Funds ” means, individually or collectively, The Carlyle Group Inc. and its
Affiliates and any investment fund, partnership, co-investment vehicle and/or other similar vehicles or accounts, in each case managed, advised or controlled by The Carlyle Group Inc. or one or more of its Affiliates, or any successor of any of the
foregoing.
 “ Cash Equivalents ” means:

 (a) United States dollars;

 (b)
 (1) Canadian dollars, pounds sterling, yen, euros or any national currency of any participating member
state of the EMU; or

 (2) in such other currencies held by the Issuer or any Restricted Subsidiary from time to time in
the ordinary course of business or consistent with past practice or industry norm;
 (c) securities issued or directly and
fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24
months or less from the date of acquisition;
 (d) certificates of deposit, time deposits and eurodollar time deposits with
maturities of 24 months or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding 24 months and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital
and surplus of not less than $100 million (or the foreign currency equivalent as of the date of determination);
 (e)
repurchase obligations for underlying securities of the types described in clauses (c), (d), (g) and (h) of this definition entered into with any financial institution or recognized securities dealer meeting the qualifications specified in
clause (d) above;
 (f) commercial paper and variable or fixed rate notes rated at least
 P-2 by Moody’s, at least A-2 by S&P or at least F-2 by Fitch (or, if at any time none of Moody’s, S&P or
Fitch shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

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 (g) marketable short-term money market and similar funds having a rating of
at least P-2, A-2 or F-2 from Moody’s, S&P or Fitch, respectively (or, if at any time none of Moody’s, S&P or
Fitch shall be rating such obligations, an equivalent rating from another Rating Agency);
 (h) readily marketable direct
obligations issued by, or unconditionally guaranteed by, any state, commonwealth or territory of the United States or any political subdivision, public instrumentality or taxing authority thereof with maturities of 24 months or less from the
date of acquisition;
 (i) readily marketable direct obligations issued by, or unconditionally guaranteed by, any foreign
government or any political subdivision, public instrumentality or taxing authority thereof, in each case (other than in the case of such obligations issued or guaranteed by any participating member state of the EMU) having an Investment Grade
Rating from Moody’s, S&P or Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of
acquisition;
 (j) Investments with average maturities of 24 months or less from the date of acquisition in money market
funds rated A (or the equivalent thereof) or better by S&P, A2 (or the equivalent thereof) or better by Moody’s or F-2 by Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be
rating such obligations, an equivalent rating from another Rating Agency);
 (k) securities with maturities of 24 months or
less from the date of acquisition backed by standby letters of credit issued by any financial institution or recognized securities dealer meeting the qualifications specified in clause (d) above;

 (l) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P, “A2”
or higher from Moody’s or “F-2” or higher from Fitch with maturities of 24 months or less from the date of acquisition; and

 (m) investment funds investing at least 90% of their assets in currencies, instruments or securities of the types described in
clauses (a) through (l) above.
 In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments
made in a country outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (h) and clauses (j), (k), (l) and (m) above of foreign obligors,
which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are
Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (m) and in this paragraph.

 In addition, in the case of Investments by any Captive Insurance Subsidiary, Cash Equivalents shall also include (a) such Investments
with average maturities of twelve months or less from the date of acquisition in issuers rated BBB- (or the equivalent thereof) or better by S&P or Baa3 (or the equivalent thereof) or better by
Moody’s, in each case at the time of such Investment and (b) any Investment with a maturity of more than twelve months that would otherwise constitute Cash Equivalents of the kind described in any of clauses (a) through (m) of
this definition or clause (a) above, if the maturity of such Investment was twelve months or less; provided that the effective maturity of such Investment does not exceed 15 years.

 -7-

 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in
currencies other than those set forth in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clauses (a) and (b) as promptly as practicable and in any event within ten Business Days
following the receipt of such amounts.
 For the avoidance of doubt, any items identified as Cash Equivalents under this definition will be
deemed to be Cash Equivalents for all purposes under this Indenture regardless of the treatment of such items under GAAP.

 “ CFC ” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

 “ Change of Control ” means the occurrence of any of the following after the Issue Date:

 (1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by
merger, consolidation or amalgamation), of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than any Permitted Holder, the Issuer, the Co-Issuer
or any Guarantor; provided that such sale, lease, transfer, conveyance or other disposition shall not constitute a Change of Control unless any Person (other than any Permitted Holder or a Holding Company) or Persons (other than any Permitted
Holders or a Holding Company) that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act as in effect on the Issue Date), including any such group acting for the purpose of acquiring, holding
or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act as in effect on the Issue Date), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of more than 50.0%, on a fully diluted basis, of the total voting power of the Voting Stock of the transferee Person in such
sale, lease, transfer, conveyance or other disposition of assets, as the case may be; or
 (2) the Issuer becomes aware of
(by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person (other than any Permitted Holder) or (B) Persons (other than any
Permitted Holders) that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act as in effect on the Issue Date), including any such group acting for the purpose of acquiring, holding or
disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act as in effect on the Issue Date), in a single transaction or in a related series of transactions, by way of merger,
consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act as in effect on the Issue Date) of more than 50.0%, on a fully diluted
basis, of the total voting power of the Voting Stock of the Issuer directly or indirectly through any of its direct or indirect parent holding companies, unless the Permitted Holders otherwise have the right (pursuant to contract, proxy or
otherwise), directly or indirectly, to designate, nominate or appoint directors (or similar position) having a majority of the aggregate votes on the Board of the Issuer (or any parent entity),

 in each case, other than in connection with any transaction or series of transactions in which the Issuer shall become a Subsidiary of a
Holding Company.
 Notwithstanding the preceding or any provision of Rule 13d-3 or 13d-5 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to an equity or asset purchase agreement, merger agreement, option agreement, warrant agreement or
similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated by such agreement, (ii) if any group (other

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than a Permitted Holder) includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Issuer owned, directly or indirectly, by any Permitted Holders that are part of
such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of determining whether a Change of Control has occurred, (iii) a Person or group will not be deemed to beneficially own the
Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s parent entity (or related contractual rights) unless it owns 50.0% or more of the total voting power of the Voting Stock
entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the Board of such parent entity and (iv) the right to acquire Voting Stock (as long as such Person does not have the right to
direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a beneficial owner.

 “ Change of Control Triggering Event ” means, with respect to any series of the Notes, (x) at any time
prior to an Investment Grade Event, a Change of Control, unless the Consolidated Total Debt Ratio after giving pro forma effect to such Change of Control is either not greater than (i) 6.45 to 1.00 or (ii) the Consolidated Total Debt Ratio
immediately prior to such Change of Control; provided that, notwithstanding anything herein to the contrary, when calculating the Consolidated Total Debt Ratio for purposes of this definition, the Issuer shall be entitled at its option to
make such calculations as it would if making calculations of baskets or ratios in connection with a Limited Condition Transaction and (y) at any time upon and following an Investment Grade Event, (1) if on the earlier of (a) the date
of the first public announcement of a Change of Control or of the Issuer’s intention to effect such Change of Control and (b) the occurrence of such Change of Control, the Notes have an Investment Grade Rating from two or more Rating
Agencies, (i) a Change of Control that is accompanied or followed by a downgrade of the Notes within the Ratings Decline Period for such Change of Control by at least two Rating Agencies such that such series of the Notes no longer have an
Investment Grade Rating from such Rating Agencies and (ii) each such Rating Agency’s rating of such series of the Notes on any day during such Ratings Decline Period for such Change of Control is below the rating by such Rating Agency in
effect immediately preceding the first public announcement of the Change of Control (or the occurrence thereof if such Change of Control occurs prior to the first public announcement thereof); provided, however, that a downgrade of the Notes by the
applicable Rating Agency will not be deemed to have occurred in respect of a Change of Control (and thus will not be deemed a downgrade for purposes of this definition) if such Rating Agency making the reduction in rating does not publicly announce
or confirm or inform the Issuer or the Trustee in writing at the request of the Issuer that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of
Control (whether or not the applicable Change of Control has occurred at the time of such downgrade) or (2) if such Notes do not have an Investment Grade Rating from at least two Rating Agencies, (i) a Change of Control that is accompanied
or followed by a downgrade of the Notes by one or more gradations, including gradations within ratings categories as well as between ratings categories (or withdrawal of the rating of the Notes), within the Ratings Decline Period for such Change of
Control by at least two Rating Agencies and (ii) each such Rating Agency’s rating of the Notes on any day during such Ratings Decline Period for such Change of Control is below the rating by such Rating Agency in effect immediately
preceding the first public announcement of the Change of Control (or the occurrence thereof if such Change of Control occurs prior to the first public announcement thereof) or has been withdrawn; provided, however, that a downgrade of the Notes by
the applicable Rating Agency will not be deemed to have occurred in respect of a Change of Control (and thus will not be deemed a downgrade for purposes of this definition) if such Rating Agency making the reduction in rating does not publicly
announce or confirm or inform the Issuer or the Trustee in writing at the request of the Issuer that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change
of Control (whether or not the applicable Change of Control has occurred at the time of such downgrade).

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 “ Clearstream ” means Clearstream Banking, a soci&eacute;t&eacute; anonyme
or any successor clearing agency.
 “ CMBS Assets ” means, collectively, all real property and related
assets owned by the Issuer and its Subsidiaries located in the United States.
 “ CMBS Borrower Subsidiary ”
 means any Subsidiary of the Issuer (i) party to a CMBS Loan, indenture or other financing secured or supported by interests in CMBS Assets and other real property, (ii) any Subsidiary of a Person described in the foregoing clause
(i) or (iii) otherwise designated by the Issuer as a “CMBS Borrower Subsidiary” from time to time.
 “ CMBS
Loans ” means, collectively, one or more mortgage, mezzanine or other loans or other indebtedness secured or supported by interests in one or more CMBS Assets.

 “ Code ” means the United States Internal Revenue Code of 1986, as amended.

 “ Collateral ” means all of the assets and property of any Issuer or any Guarantor, whether real, personal or mixed securing
or purported to secure any Notes Obligations, other than Excluded Assets.
 “ Collateral Agent ” means (1) in the
case of any Senior Secured Credit Facility Obligations, the Bank Collateral Agent, (2) in the case of the Existing Pari Passu Notes Obligations, the Existing 3.875% Notes Collateral Agent and the Existing 6.250% Notes Collateral Agent, as
applicable, (3) in the case of the Notes Obligations, the Notes Collateral Agent and (4) in the case of any Additional Pari Passu Obligations, Senior ABL Revolving Credit Obligations or other secured debt not prohibited by this Indenture,
the collateral agent, administrative agent or trustee with respect hereto.
 “ Collateral and Guarantee Requirement ”
means, at any time prior to the Collateral Release Date, the requirement that:
 (a) the Notes Collateral Agent shall have
received each Security Document required to be delivered on the Issue Date pursuant to Section 13.01 hereof or from time to time pursuant to Section 4.18 hereof and the Security Agreement, subject to the limitations and exceptions of this
Indenture and the Security Documents, duly executed by each Issuer and each Guarantor party thereto;
 (b) the Obligations
shall have been guaranteed by Holdings and each Subsidiary of the Issuer (other than the Excluded Subsidiaries) pursuant to the Guarantees;

 (c) subject to the Pari Passu Intercreditor Agreement, the Obligations and the Guarantees shall have been secured pursuant to
the Security Agreement by a first-priority perfected security interest in (i) all the Equity Interests of the Issuer and (ii) all Equity Interests of each Restricted Subsidiary (that is not an Excluded Subsidiary (other than any Restricted
Subsidiary that is an Excluded Subsidiary solely pursuant to clause (f) or (j)(y) of the definition thereof)) directly owned by any Issuer or any Guarantor, subject to exceptions and limitations otherwise set forth in this Indenture and the
Security Documents (to the extent appropriate in the applicable jurisdiction) (and the Notes Collateral Agent shall have received certificates or other instruments representing all such Equity Interests (if any), together with undated stock powers
or other instruments of transfer with respect thereto endorsed in blank);
 (d) all intercompany debt that is evidenced by a
promissory note shall have been delivered to the Notes Collateral Agent pursuant to the Security Agreement and the Notes Collateral Agent shall have received all such promissory notes, together with undated instruments of transfer with respect
thereto endorsed in blank;

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 (e) the Obligations and the Guarantees shall have been secured by a
perfected security interest in substantially all now owned or at any time hereafter acquired tangible and intangible assets of each Issuer and each Guarantor (including Equity Interests, intercompany debt, accounts, inventory, equipment, investment
property, contract rights, IP Rights (as defined in the Senior Secured Credit Facilities), other general intangibles, and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise set forth in this Indenture and the
Security Documents (to the extent appropriate in the applicable jurisdiction), in each case with the priority required by the Security Documents;

 (f) except as otherwise contemplated by this Indenture or any Security Document, all certificates, agreements, documents and
instruments, including Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and United States Copyright Office, required by the Security Documents, applicable law or reasonably requested by the
Notes Collateral Agent to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents
and the other provisions of the term “Collateral and Guarantee Requirement,” shall have been filed, registered or recorded or delivered to the Notes Collateral Agent for filing, registration or recording.

 Notwithstanding the foregoing provisions of this definition or anything in this Indenture or any other Security Document to the contrary:

 (A) the foregoing definition shall not require, unless otherwise stated in the definition of “Excluded Assets”, the
creation or perfection of pledges of, security interests in, mortgages on, or the obtaining of title insurance or taking other actions with respect to the Excluded Assets;

 (B) (i) the foregoing definition shall not require control agreements or other control or similar arrangements with respect to
any cash, deposit accounts or securities accounts or any other assets requiring perfection through control agreements; (ii) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S., including any intellectual property registered in any
 non-U.S. jurisdiction, or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any
 non-U.S. jurisdiction) and (iii) except to the extent that perfection and priority may be achieved by the filing of a financing statement under the Uniform Commercial Code with respect to an Issuer or a
Guarantor, neither this Indenture nor the Security Documents shall contain any requirements as to perfection or priority with respect to any assets or property described in clauses (i) or (ii) of this clause (B);

 (C) in the event that a Foreign Subsidiary becomes a Guarantor, such Guarantor shall grant a perfected lien on substantially
all of its assets pursuant to arrangements reasonably agreed between the Bank Collateral Agent and the Issuer with respect to the corresponding requirement in the Senior Secured Credit Facilities, pursuant to documentation and subject to customary
limitations in such jurisdiction, and nothing in the definition of “Excluded Asset” or other limitation in this Indenture shall in any way limit or restrict the pledge of assets and property by any such Foreign Subsidiary that is a
Guarantor or the pledge of the Equity Interests of such Foreign Subsidiary by any Issuer or any Guarantor that holds such Equity Interests;

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 (D) Liens required to be granted from time to time pursuant to the
Collateral and Guarantee Requirement shall be subject to exceptions and limitations (if any) set forth in this Indenture and the Security Documents;

 (E) the deliveries and/or documents required pursuant to this definition shall be deemed to be satisfactory in respect of such
matters under this Indenture and the Security Documents to the extent that such deliveries and/or documents are determined, in the judgment of the Bank Collateral Agent, to be satisfactory in respect of any such matters under the Senior Secured
Credit Facilities; and
 (F) the time periods, with respect to the perfection of the security in, or obtaining of title
insurance, legal opinions or other deliverables on, particular assets or collateral that are acquired by any Issuer or any Guarantor following the Issue Date in order to satisfy the Collateral and Guarantee Requirement with respect to such
after-acquired collateral, shall be extended to the respective time periods as (i) permitted by the Senior Secured Credit Facilities or otherwise agreed to by the Bank Collateral Agent or (ii) otherwise established by the Issuer following
its good faith determination that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Indenture or the Security Documents, as evidenced in a
certification in an Officer’s Certificate delivered to the Trustee and Notes Collateral Agent.
 “ consolidated ”,
unless otherwise specifically indicated, when used with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries.

 “ Consolidated Depreciation and Amortization Expense ” means with respect to any Person for any period, the total amount of
depreciation and amortization expense and capitalized fees, including, without limitation, the amortization of capitalized fees or costs related to any Qualified Securitization Facility of such Person and the amortization of media development costs,
intangible assets, content databases, internal labor costs, deferred financing fees or costs, debt issuance costs, commissions, fees and expenses and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on
a consolidated basis and otherwise determined in accordance with GAAP.
 “ Consolidated Interest Expense ” means, with
respect to any Person for any period, without duplication, the sum of:
 (a) consolidated cash interest expense of such
Person and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness to the extent included in the calculation of Consolidated Total Indebtedness, to the extent such expense was deducted (and not added back) in
computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters
of credit or bankers acceptances, (iii) [reserved], (iv) the interest component of Financing Lease Obligations, and (v) net payments, if any made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect
to Indebtedness, and excluding (o) annual agency or similar fees paid to the administrative agents, collateral agents and other agents under any Credit Facilities, (p) any additional interest with respect to failure to comply with any
registration rights agreement owing with respect to any securities, (q) costs associated with obtaining Hedging Obligations, (r) any expense resulting from the discounting of any Indebtedness in connection with the application of
recapitalization accounting or, if applicable, purchase or acquisition accounting in connection with the 2021 Transactions, any acquisition or other transaction, (s) penalties and interest relating to taxes, (t) any “additional
interest” or “liquidated damages” with respect to other securities for

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failure to timely comply with registration rights obligations, (u) amortization or expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees,
expenses and discounted liabilities and any other amounts of non-cash interest, (v) any expensing of bridge, commitment and other financing fees and any other fees related to the 2021 Transactions, any
acquisitions after the 2021 Acquisition Date or other transaction, (w) Securitization Fees, commissions, discounts, yield, make-whole premium and other fees and charges (including any interest expense) incurred in connection with any Qualified
Securitization Facility, (x) any accretion of accrued interest on discounted liabilities and any prepayment, make-whole or breakage premium, penalty or cost, (y) interest expense attributable to a parent entity resulting from push-down
accounting and (z) any lease, rental or other expense in connection with a Non-Financing Lease Obligation); plus

 (b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued
(but excluding any interest capitalized accrued, accreted or paid in respect of Subordinated Shareholder Funding and any pay in kind interest); less

 (c) interest income of such Person and its Restricted Subsidiaries for such period.

 For purposes of this definition, interest on a Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined
by such Person to be the rate of interest implicit in such Financing Lease Obligation in accordance with GAAP (or, if not implicit, as otherwise determined in accordance with GAAP). Notwithstanding the foregoing, no interest payable in connection
with any CMBS Loan or Foreign RE Loan shall be included in calculating Consolidated Interest Expense pursuant hereto.

 “ Consolidated Net Income ” means, with respect to any Person for any period, the aggregate of the Net Income of such Person
and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication:

 (a) any extraordinary, exceptional, one-time, infrequent, non-operating, unusual or nonrecurring gains, losses or expenses (including all fees and expenses relating thereto) (including any extraordinary, exceptional, one-time,
infrequent, non-operating, unusual or nonrecurring operating expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in respect of any extraordinary,
exceptional, unusual or nonrecurring items, charges or expenses (including relating to any multi-year strategic initiatives)), costs associated with preparations for, and implementation of, compliance with the requirements of the Sarbanes-Oxley Act
of 2002 and other Public Company Costs, 2021 Transaction Expenses, Permitted Change of Control Costs, restructuring and duplicative running costs, restructuring charges or reserves (including any restructuring charge relating to any Tax
Restructuring), earn-out payments or other consideration paid or payable in connection with an acquisition to the extent recorded as cash compensation expense, relocation costs,
 start-up or initial costs for any project or new production line, division or new line of business, facility consolidation and closing costs, severance costs and expenses,
 one-time charges (including compensation charges), payments made pursuant to the terms of change in control agreements that the Issuer or a Subsidiary or a parent entity of the Issuer had entered into with any
future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants of the Issuer, a Subsidiary or a parent entity of the Issuer, pre-opening, opening,
consolidation, discontinuation, re-configuration, integration, ramp-up costs, moving and closing costs and expenses for locations, facilities and stores, losses, costs
or cost inefficiencies related to facility or property disruptions or shutdowns, signing, retention and completion bonuses, recruiting costs, costs incurred in connection with any strategic initiatives, transition

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costs, litigation and arbitration costs, charges, fees and expenses (including settlements), expenses in connection with one-time rate changes, costs
incurred in connection with acquisitions, investments and dispositions, travel and out-of-pocket costs, professional fees for legal, accounting and other services, human
resources costs (including relocation bonuses), litigation and arbitration costs, charges, fees and expenses (including settlements), management transition costs, advertising costs, losses associated with temporary decreases in business volume and
expenses related to maintaining underutilized personnel, non-recurring product and intellectual property development, other business optimization expenses or reserves (including costs and expenses relating to
business optimization programs and new systems design and costs or reserves associated with improvements to IT and accounting functions, retention charges (including charges or expenses in respect of incentive plans), system establishment costs and
implementation costs) and costs, charges or expenses attributable to the implementation of cost-savings initiatives or operating expense reductions, product margin synergies and other synergies and similar initiatives and other expenses relating to
the realization of synergies, and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded;

 (b) at the election of the Issuer with respect to any quarterly period, the cumulative effect of a change in accounting
principles and changes as a result of the adoption or modification of accounting policies (including, but not limited to, the impact of Accounting Standards Update 2016-12 Revenue from Contracts with Customers
(Topic 606) or similar revenue recognition policies promulgated or that become effective after the Issue Date) during any such period shall be excluded;

 (c) any net after-tax effect of gains or losses on (i) disposal, abandonment or discontinuance of disposed, abandoned or
discontinued operations, as applicable, and any accretion or accrual of discontinued liabilities on the disposal of such disposed, abandoned and discontinued operation and (ii) facilities or distribution centers that have been closed during
such period, shall be excluded;
 (d) any net after-tax effect of gains or losses (less all fees, expenses and charges
relating thereto) attributable to (i) asset dispositions (including dispositions of books of business, client lists or related goodwill in connection with the departure of related employees or producers) or abandonments or the sale or other
disposition of any Capital Stock of any Person or (ii) returned surplus assets of any pension plan, in each case other than in the ordinary course of business shall be excluded;

 (e) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting shall be excluded; provided , that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in Cash
Equivalents (including all cash paid from the CMBS Borrower Subsidiaries or Foreign RE Borrower Subsidiaries to the Issuer or any of its Subsidiaries or to the extent converted, or having the ability to be converted, into Cash Equivalents), or that
could, in the reasonable determination of the Issuer, have been distributed, to such Person or a Restricted Subsidiary thereof in respect of such period;

 (f) [reserved];

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 (g) effects of adjustments (including the effects of such adjustments pushed
down to such Person and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the inventory (including any impact of changes to inventory valuation policy methods, including changes in
capitalization of variances), property and equipment, software, loans and leases, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from
the application of recapitalization accounting or purchase or acquisition accounting, as the case may be, in relation to the 2021 Transactions or any other consummated acquisition, joint venture investment or other transaction or the amortization or
 write-off or write-down of any amounts thereof, net of taxes, shall be excluded;

 (h) any after-tax effect of income (loss) from the extinguishment or conversion of (i) Indebtedness, (ii) Hedging
Obligations or (iii) other derivative instruments shall be excluded;
 (i) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to goodwill, intangible assets, long-lived assets, investments in debt and equity securities and investments recorded
using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

 (j) any equity-based or non-cash compensation or similar charge or expense or reduction
of revenue including any such charge, expense or amount arising from grants of stock appreciation or similar rights, stock options, restricted stock, profits interests or other rights or equity or equity-based incentive programs (“ equity
incentives ”), any other management or employee benefit plan or agreement, pension plan or other long-term or post-employment plan, any one-time cash charges associated with the equity incentives or
other long-term incentive compensation plans (including under deferred compensation arrangements of the Issuer or any of its direct or indirect parent entities or subsidiaries), roll-over, acceleration, or payout of Equity Interests by future,
present or former employees, directors, officers, managers, members, partners, independent contractors or consultants or business partners of the Issuer or any of its direct or indirect parent entities or subsidiaries, and any cash awards granted to
future, present or former employees, directors, officers, managers, members, partners, independent contractors, consultants or business partners of the Issuer and its Subsidiaries or any of its direct or indirect parent entities in replacement for
forfeited awards, shall be excluded;
 (k) any fees, costs, expenses, premiums or charges incurred during such period, or
any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment, asset sale, disposition, option buyout, incurrence or repayment of Indebtedness (including such fees, expenses, premiums or charges related
to (A) the offering and issuance of the Notes, the Existing Notes and other securities and the syndication and incurrence of any Credit Facilities (including any Senior ABL Credit Agreement) and (B) the rating of the Notes, the Existing
Notes, other securities or any Credit Facilities (including any Senior ABL Credit Agreement) by the Rating Agencies), issuance of Equity Interests of the Issuer or its direct or indirect parent entities, refinancing transaction or amendment or
modification of any debt instrument (including any amendment or other modification of the Notes, the Existing Notes and other securities and any Credit Facilities (including any Senior ABL Credit Agreement)) or other transaction and including, in
each case, any such transaction consummated on or prior to the Issue Date and any such transaction undertaken but not completed, any Public Company Costs and any charges or non-recurring merger costs incurred
during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt the effects of expensing all transaction related expenses in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic No. 805, Business Combinations ), shall be excluded;

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 (l) accruals and reserves that are established or adjusted in connection
with the 2021 Transactions or any other acquisition or other Investment or transaction that are so required to be established or adjusted as a result of such acquisition or transaction in accordance with GAAP or changes as a result of modifications
of accounting policies shall be excluded;
 (m) any expenses, charges or losses to the extent covered by insurance or
indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is
in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day
period), shall be excluded;
 (n) any noncash compensation expense resulting from the application of Accounting Standards
Codification Topic No. 718, Compensation — Stock Compensation or any other applicable accounting principle relating to the expensing of equity-related compensation, shall be excluded;

 (o) any net pension or post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial
losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of Statement of Financial Accounting Standards No. 87, 106
and 112; and any other items of a similar nature, shall be excluded;
 (p) income or expense related to changes in the fair
value of contingent liabilities recorded in connection with the 2021 Transactions or any other acquisition or other Investment shall be excluded;

 (q) all discounts, commissions, fees and other charges (including interest expense) associated with any Qualified
Securitization Facility shall be excluded;
 (r) the effects of adjustments to accruals and reserves during a period
relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks (including government program rebates) shall be excluded;

 (s) any accruals or obligations accrued related to workers’ compensation programs to the extent that expenses deducted in
the calculation of Net Income exceed the net amounts paid in cash related to workers’ compensation programs in that period;

 (t) the amount of any cash tax benefits related to the tax amortization of intangible assets in such period shall be included;

 (u) the following items shall be excluded:

 (1) any realized or unrealized net gain or loss (after any offset) resulting in such period from Hedging Obligations and the
application of Accounting Standards Codification Topic No. 815, Derivatives and Hedging or any other comparable accounting standard or regulation;

 (2) any realized or unrealized net gain or loss (after any offset) resulting in such period from currency translation or
transaction gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk and those resulting from intercompany Indebtedness) and any
other foreign currency translation or transactions gains and losses to the extent such gains or losses are non-cash items;

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 (3) any adjustments resulting for the application of Accounting Standards
Codification Topic No. 460, Guarantees , or any comparable applicable accounting standard;
 (4) at the election
of the Issuer, with respect to any quarterly period, effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks;

 (5) earn-out, non-compete and contingent
consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments; and

 (6) the impact of capitalized, accrued or accredited or pay in kind interest or principal on Subordinated Shareholder Funding;
and
 (v) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax
purposes for such period or any portion thereof, the amount of Tax Distributions actually made to any direct or indirect parent company of such Person in respect of such period shall be included in calculating Consolidated Net Income as though such
amounts had been paid as taxes directly by such Person for such period.
 In addition, to the extent not already included in the
Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received or due from business interruption insurance and
reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this
Indenture.
 “ Consolidated Net Tangible Assets ” means, with respect to any Person, the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding any Indebtedness of less than 12 months from the date of such Person’s most recent consolidated balance sheet but
which by its terms is renewable or extendable beyond 12 months from such date at the option of such Person) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and any other like intangibles, all as set forth on
such Person’s most recent consolidated balance sheet and determined in accordance with GAAP with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge
Coverage Ratio and as determined in good faith by the Issuer.
 “ Consolidated Pari Passu Debt Ratio ”
 means, as of any date of determination, the ratio of (1)(a) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens on the Collateral on a pari passu basis with the Notes or Senior ABL
Revolving Credit Obligations, as applicable, as of such date of determination minus Cash Equivalents that would be stated on the balance sheet of the Issuer and its Restricted Subsidiaries as of such date of determination, in each case with
such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio and as determined in good faith by the Issuer and (b) in connection with the
creation or incurrence of any Lien pursuant to the definition of “Permitted Liens,” the Reserved Indebtedness Amount of the Issuer and its Restricted Subsidiaries that is secured by Liens on the Collateral on a pari passu
 basis with the Notes or Senior ABL Revolving Credit Obligations, as applicable, as of such date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth
in the definition of Fixed Charge Coverage Ratio and as determined in good faith by the Issuer to (2) LTM EBITDA.

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 “ Consolidated Secured Debt Ratio ” means, as of any date of determination,
the ratio of (1)(a) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries that is secured by Liens on the Collateral as of such date of determination minus Cash Equivalents that would be stated on the balance sheet of the
Issuer and its Restricted Subsidiaries as of such date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage
Ratio and as determined in good faith by the Issuer and (b) in connection with the creation or incurrence of any Lien pursuant to the definition of “Permitted Liens,” the Reserved Indebtedness Amount of the Issuer and its Restricted
Subsidiaries that is secured by Liens on the Collateral as of such date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed
Charge Coverage Ratio and as determined in good faith by the Issuer to (2) LTM EBITDA.
 “ Consolidated Total Debt
Ratio ” means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries as of such date of determination minus Cash Equivalents that would be stated on the balance
sheet of the Issuer and its Restricted Subsidiaries as of such date of determination, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge
Coverage Ratio and as determined in good faith by the Issuer to (2) LTM EBITDA.
 “ Consolidated Total Indebtedness ”
means, as of any date of determination, an amount equal to the aggregate amount of all outstanding Senior Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis consisting of Senior Indebtedness for borrowed money,
Obligations in respect of Financing Lease Obligations and debt obligations evidenced by bonds, notes, debentures, promissory notes and similar instruments, as determined in accordance with GAAP (including discounts for any original issue discount in
connection with such Indebtedness but excluding for the avoidance of doubt all undrawn amounts under revolving credit facilities and letters of credit, and all obligations relating to Qualified Securitization Facilities and Non-Financing Lease Obligations and excluding the effects of any discounting of Indebtedness resulting from the application of repurchase or purchase or acquisition accounting in connection with the 2021
Transactions, any other acquisition or other transaction); provided , that Consolidated Total Indebtedness shall not include Indebtedness in respect of (A) any letter of credit, except to the extent of unreimbursed amounts under standby
letters of credit, provided that any unreimbursed amounts under commercial letters of credit shall not be counted as Consolidated Total Indebtedness until five Business Days after such amount is drawn (B) Hedging Obligations and
(C) any CMBS Loan or any Foreign RE Loan. The U.S. Dollar Equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging
Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. Dollar Equivalent principal amount of such Indebtedness.

 “ Contingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing any leases,
dividends or other obligations that do not constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent:

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 (a) to purchase any such primary obligation or any property constituting
direct or indirect security therefor;
 (b) to advance or supply funds:

 (i) for the purchase or payment of any such primary obligation; or

 (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of
the primary obligor; or
 (c) to purchase property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

 “ Controlled Investment Affiliate ” means, as to any Person, any other Person, other than any Investor, which directly or
indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Issuer
and/or other companies.
 “ Corporate Trust Office ” means the office of the Trustee or Notes Collateral Agent, as
applicable, at which any time its corporate trust business related to this Indenture shall be administered, which office at the date hereof is Wilmington Trust, National Association, Global Capital Markets, 50 South Sixth Street, Suite 1290,
Minneapolis, Minnesota 55402, Attention: Medline Borrower, LP Notes Administrator, or such other address as the Trustee or Notes Collateral Agent, as applicable, may designate from time to time by notice to the Holders and the Issuers, or the
principal corporate trust office of any successor Trustee or Notes Collateral Agent, as applicable, (or such other address as such successor Trustee or Notes Collateral Agent, as applicable, may designate from time to time by notice to the Holders
and the Issuers).
 “ Credit Facilities ” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or
more debt facilities, including the Senior Secured Credit Facilities and any Senior ABL Credit Agreement, or other financing arrangements (including, without limitation, commercial paper facilities, agreements or indentures) providing for revolving
credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements,
modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures, agreements, credit facilities or commercial paper facilities that replace, refund, supplement, extend, amend, restate or refinance any
part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental, extending, amended, restating or refinancing facility, arrangement, agreement or indenture that increases the
amount permitted to be borrowed or issued thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or
other holders or investors.
 “ Custodian ” means the Trustee, as custodian with respect to the Notes, each in global
form, or any successor entity thereto.
 “ Debt Fund Affiliate ” means (1) any fund or client managed by, or under
common management with Blackstone Alternative Credit Advisors LP, Blackstone Real Estate Special Situations Advisors L.L.C. and Blackstone Tactical Opportunities Fund L.P., (2) any fund or client managed by an adviser within the credit focused
division of Blackstone Inc. or Blackstone ISG-I Advisors L.L.C., (3) The

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Blackstone Strategic Opportunity Funds (including masters, feeders, on-shore, offshore and parallel funds), (4) funds and accounts managed by Blackstone
Alternative Solutions, L.L.C. or its Affiliates and (5) any other Affiliate of the Permitted Holders or the Issuer that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing
in commercial loans, bonds and similar extensions of credit in the ordinary course.
 “ Default ” means any event that is,
or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous
Default will be deemed to be cured if such previous Default is cured or waived prior to becoming an Event of Default.

 “ Definitive Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Section 2.06(c) hereof, substantially in the form of Exhibit A-1 hereto for the 2031 Notes and Exhibit A-2 hereto for the 2033 Notes, except that such
Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

 “ Depositary ” means, with respect to the Notes issuable or issued in whole or in part in global form, any Person specified
in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

 “ Discharge ” means, with respect to any Collateral, the date on which such Series of Pari Passu Obligations is no longer
secured by such Collateral. The term “ Discharged ” shall have a corresponding meaning.
 “ Discharge of Pari
Passu Obligations ” means, with respect to any Collateral, the Discharge of the applicable Pari Passu Obligations with respect to such Collateral; provided that a Discharge of Pari Passu Obligations shall not be deemed to have
occurred in connection with a refinancing of such Pari Passu Obligations with additional Pari Passu Obligations secured by such Collateral under an additional Pari Passu Document which have been designated in writing by the applicable Collateral
Agent (under the Pari Passu Obligations so refinanced) or by the Issuer, in each case, to each other Collateral Agent as “Pari Passu Obligations” for purposes of the Pari Passu Intercreditor Agreement.

 “ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the
terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Capital Stock of such Person or any direct or indirect
parent entity thereof that would not otherwise constitute Disqualified Stock, and other than solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is
redeemable or exchangeable at the option of the holder thereof (other than solely for Capital Stock of such Person or as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior
to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided that if such Capital Stock is issued pursuant to any plan for the benefit of future, present or former
employees, directors, officers, managers, members, partners, independent contractors or consultants of the Issuer or its Subsidiaries or by any such plan to such future, present or former employees, directors, officers, managers, members, partners,
independent contractors or consultants, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries or a direct or indirect parent entity of the Issuer in order to
satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability or otherwise in accordance with any management equity

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subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement; provided,
further , that any Capital Stock held by any future, current or former employee, director, officer, member, partner, manager, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members)
of the Issuer, any of its Subsidiaries, any of its direct or indirect parent entities or any other entity in which the Issuer or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of
the Issuer or any direct or indirect parent of the Issuer (or the compensation committee thereof), in each case pursuant to any equity option or equity appreciation rights plan, any management, director and/or employee equity ownership or incentive
plan, equity subscription plan or subscription agreement, employment termination agreement or any other employment agreement or equity holders’ agreement, shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Issuer or its Subsidiaries or any direct or indirect parent of the Issuer or in order to satisfy applicable statutory or regulatory obligations; and provided , further , however , that any class of Capital Stock
of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

 “ Division ” means the division of the assets, liabilities and/or obligations of a Person (the “ Dividing
Person ”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

 “ Domestic Subsidiary ” means, with respect to any Person, any Subsidiary that is organized under the laws of the United
States, any state thereof or the District of Columbia.
 “ EBITDA ” means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period:
 (a) increased (without duplication) by the following, in each case
(other than with respect to clauses (vi), (viii), (xi) and (xiii) and the applicable pro forma adjustments in clause (xv)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

 (i) (A) provision for taxes based on income, profits or capital, including, without limitation, federal, state, municipal,
foreign, franchise and similar taxes and sales taxes (such as the Delaware franchise tax, the Pennsylvania capital tax, Texas margin tax and provincial capital taxes paid in Canada) and withholding taxes (including any future taxes or other levies
which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations), (B) if such Person is treated as a disregarded entity or partnership for U.S. federal, state and/or
local income tax purposes for such period or any portion thereof, the amount of Tax Distributions actually made to any direct or indirect parent company of such Person in respect of such period and (C) the net tax expense associated with any
adjustments made pursuant to clauses (a) through (v) of the definition of “Consolidated Net Income”; plus

 (ii) Fixed Charges of such Person for such period (including (w) non-cash rent
expense, (x) net losses or any obligations on Hedging Obligations or other derivative instruments, (y) bank fees, letter of credit fees and other financing fees and (z) costs of surety bonds in connection with financing activities,
plus amounts excluded from Consolidated Interest Expense as set forth in clauses (a)(o) through (z) in the definition thereof); plus

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 (iii) Consolidated Depreciation and Amortization Expense of such Person for
such period; plus
 (iv) the amount of any equity-based or non-cash
compensation charges or expenses, including any such charges or expenses arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights; plus

 (v) any other non-cash charges, expenses or losses, including non-cash losses on the sale of assets and any write-offs or write-downs reducing Consolidated Net Income for such period and any non-cash expense relating to the vesting of
warrants ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the Issuer may elect not to add back such non-cash charge in the current period and (B) to the extent the Issuer elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such
extent), and excluding amortization of a prepaid cash item that was paid in a prior period; plus
 (vi) the amount of
any non-controlling interest or minority interest expense or any expense or deduction attributable to non-controlling or minority equity interests of third parties in
any non-Wholly Owned Subsidiary; plus
 (vii) the amount of (x) Board fees, management, monitoring, consulting,
transaction, advisory and other fees (including termination fees) and indemnities, costs and expenses paid or accrued in such period to the Investors or otherwise to any member of the Board of Holdings, the Issuer, any Subsidiary of the Issuer or
any direct or indirect parent of the Issuer, any Permitted Holder or any Affiliate of a Permitted Holder, (y) payments made to option holders of the Issuer or any of its direct or indirect parent companies in connection with, or as a result of,
any distribution being made to shareholders of such Person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such
distribution, including any cash consideration for any repurchase of equity, in each case to the extent permitted in this Indenture and (z) any fees and other compensation paid to the members of the Board of the Issuer or any of its parent
entities; plus
 (viii) the amount of (x) pro forma adjustments, including pro forma “run rate” cost
savings (including sourcing), operating expense reductions, operating improvements (including the entry into material contracts and arrangements) and cost synergies and other synergies (collectively, “ Run Rate Benefits ”) related
to the 2021 Transactions that are reasonably identifiable (it is understood and agreed that “ run rate ” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be
taken, net of the amount of actual benefits realized during such period from such actions) and projected by the Issuer in good faith to result from or relating to actions that have been taken or initiated, or have been committed to be taken or
initiated, with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Issuer) within 36 months after the 2021 Acquisition Date (including from any actions taken in whole or in part
prior to the Issue Date), net of the amount of actual benefits realized during such period from such actions, and (y) pro forma Run Rate Benefits related to mergers, amalgamations and other business combinations, acquisitions, investments,
dispositions, divestitures, restructurings, operating improvements and expense reductions, cost savings initiatives,

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new or revised contracts, discontinued operations, operational changes, Business Expansions, Tax Restructuring and other similar transactions or initiatives (including the modification and
renegotiation of contracts and other arrangements) and including EBITDA pursuant to contracted pricing (at the highest contracted rate) (any such operating improvement, restructuring, cost savings initiative, contract or other transaction, action or
initiative, a “ Run Rate Initiative ”) that are reasonably identifiable and projected by the Issuer in good faith to result from or relating to actions that have been taken or initiated, or have been committed to be taken or
initiated, with respect to which substantial steps have been taken (in each case, including from any steps or actions taken or initiated in whole or in part prior to the Issue Date or the applicable consummation date of such transaction, initiative
or event) or are expected to be taken (in the good faith determination of the Issuer) within 36 months after any such Run Rate Initiative is consummated or entered into, net of the amount of actual benefits realized during such period from such
actions, in each case, calculated on a pro forma basis as though such cost savings, operating improvements and expense reductions, product margin and other synergies and EBITDA had been realized on the first day of such period for which EBITDA is
being determined and as if such cost savings, operating improvements and expense reductions, product margin and other synergies and EBITDA were realized on the first day of the applicable period for the entirety of such period; provided that
no cost savings, operating improvements and expense reductions, product margin and other synergies and EBITDA shall be added pursuant to this clause (h) to the extent duplicative of any expenses or charges otherwise added to EBITDA, whether
through a pro forma adjustment or otherwise, for such period; plus
 (ix) (A) the amount of any fee, loss, charge,
expense, cost, accrual or reserve of any kind incurred or accrued in connection with sales of receivables and related assets in connection with any Qualified Securitization Facility and (B) Securitization Fees and the amount of loss on sale of
receivables and related assets to the Securitization Subsidiary in connection with Securitization Facility; plus

 (x) any costs or expense incurred by the Issuer or a Restricted Subsidiary or a direct or indirect parent entity of the Issuer
pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription or shareholder agreement; plus

 (xi) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated
Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (b) below for any previous period and not added back;
 plus
 (xii) any losses, charges, expenses, costs or other payments (including all fees, expenses or charges related
thereto) (i) from disposed, abandoned or discontinued operations, (ii) in respect of facilities no longer used or useful in the conduct of the business of the Issuer or its Restricted Subsidiaries, abandoned, closed, disposed or
discontinued operations and any losses on disposal of abandoned, closed or discontinued operations and (iii) attributable to business dispositions or asset dispositions (other than in the ordinary course of business) as determined in good faith
by the Issuer; plus
 (xiii) at the option of the Issuer with respect to any applicable period, an amount equal to
the net change in deferred revenue at the end of such period from the deferred revenue at the end of the previous period; plus

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 (xiv) compensation expense attributable to positive investment income with
respect to funded deferred compensation account balances; plus
 (xv) adjustments, exclusions and add-backs (but not including, for the avoidance of doubt, any deductions) (1) used in connection with or reflected in the calculation of “Further Adjusted EBITDA” as set forth in
“Summary—Summary Historical and Pro Forma Consolidated Financial Information” contained in the offering memorandum relating to the Existing 3.875% Secured Notes and the Existing Unsecured Notes, as set forth in
“Summary—Summary Historical Consolidated Financial Information” contained in the offering memorandum relating to the Existing 6.250% Secured Notes or as set forth in “Summary—Summary Historical Consolidated Financial
Information” contained in the Offering Memorandum to the extent such adjustments continue to be applicable during the period in which EBITDA is being calculated and other adjustments, exclusions and
 add-backs of a similar nature to the foregoing, in each case applied in good faith by the Issuer and (2) identified or set forth in any quality of earnings report or analysis prepared by independent
registered public accountants of recognized national or international standing or any other accounting or valuation firm in connection with any acquisition, merger, consolidation, Investment or other transaction not prohibited by this Indenture;
 plus
 (xvi) the amount of any gains or losses arising from embedded derivatives in the customer contracts of the
Issuer or a Restricted Subsidiary and any gain or loss attributable to mark-to-market adjustments in the valuation of pension liabilities, including actuarial gain or
loss on pension and post-retirement plans, curtailments and settlements; plus
 (xvii) charges, expenses or losses
incurred in connection with any Tax Restructuring; plus
 (xviii) charges relating to the sale of products in new
locations, including start-up costs, initial testing and registration costs in new markets, the cost of feasibility studies, travel costs for employees engaged in activities relating to any or all of the
foregoing and the allocation of general and administrative support in connection with any or all of the foregoing; plus

 (xix) costs related to the implementation of operational and reporting systems and technology initiatives and one-time Public Company Costs; plus
 (xx) charges associated with, or in
anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and charges relating to compliance with the provisions of the Securities Act
and the Exchange Act, as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, employees’, consultants’, directors’ or
managers’ compensation, fees and expense reimbursement, charges relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal
and other professional fees and listing fees; and

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 (b) decreased (without duplication) by the following, in each case to the
extent included in determining Consolidated Net Income for such period:
 (i)
 non-cash gains (including non-cash gains on the sale of assets) increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with
respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period; plus

 (ii) any net income from disposed, abandoned, closed or discontinued operations or attributable to business dispositions or
asset dispositions (other than in the ordinary course of business) as determined in good faith by the Issuer; plus

 (iii) the reduction in compensation expense attributable to investment loss with respect to funded deferred compensation
account balances; plus
 (iv) claims paid by the Issuer or any Captive Insurance Subsidiary and administrative
expenses paid to any Captive Insurance Subsidiary; and
 (c) increased or decreased (without duplication) by, as applicable,
any non-cash adjustments resulting from the application of FASB Interpretation No. 45 Guarantees, or any comparable applicable accounting standard.

 “ EMU ” means the economic and monetary union as contemplated in the Treaty on European Union.

 “ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding
any debt security that is convertible into, or exchangeable for, Capital Stock.
 “ Equityholding Vehicle ” means any
direct or indirect parent entity of the Issuer and any equityholder thereof through which future, present or former employees, directors, officers, managers, members or partners of the Issuer or any of its Subsidiaries or direct or indirect parent
entities hold Capital Stock of the Issuer or such parent entity.
 “ euro ” means the single currency of participating
member states of the EMU.
 “ Euroclear ” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, or any
successor clearing agency.
 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder (and with respect to the definitions of “Change of Control” and “Permitted Holders” only, as in effect on the Issue Date).

 “ Excluded Assets ” means the following:

 (a) any property or assets owned by any Foreign Subsidiary (unless such Subsidiary becomes a Guarantor), any Unrestricted Subsidiary (unless
such Subsidiary becomes a Guarantor at the option of the Issuer) or any Subsidiary which is not a Grantor;

 -25-

 (b) any lease, license, contract, agreement or other general intangible or any property
subject to a purchase money security interest, Financing Lease Obligation or similar arrangement, in each case permitted or otherwise not prohibited under this Indenture, to the extent that a grant of a security interest therein would violate or
invalidate such lease, license, contract, agreement or other general intangible, Financing Lease Obligations or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Grantor) after giving
effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other
applicable law notwithstanding such prohibition;
 (c) any interest in real property;

 (d) any interest in leased real property (including any requirement to deliver landlord waivers, estoppels and collateral access letters);

 (e) motor vehicles, aircrafts, airframes, aircrafts engines or helicopters and other assets subject to certificates of title;

 (f) margin stock and Equity Interests of any Person other than the Issuer and each Wholly Owned Subsidiary of the Issuer that is a Restricted
Subsidiary (that is also not an Excluded Subsidiary (other than any Restricted Subsidiary that is an Excluded Subsidiary solely pursuant to clause (f) or (j)(y) of the definition thereof in the Senior Secured Credit Facilities));

 (g) any intent-to-use trademark application prior to the
filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, that granting a security interest in such trademark
application prior to such filing would impair the enforceability or validity, or result in the voiding, of such trademark application (or any registration that may issue therefrom) under applicable federal law;

 (h) any property or assets to the extent a security interest therein would result in material adverse tax consequences to Holdings, the
Issuer, any direct or indirect parent entity or owners of the Issuer or any of the Issuer’s direct or indirect Subsidiaries, in each case, as reasonably determined by the Issuer in consultation with the Bank Collateral Agent;

 (i) any governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any such
license, franchise, charter or authorization is prohibited or restricted thereby, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law
notwithstanding such prohibition or restriction;
 (j) any assets to the extent pledges and security interests therein are prohibited or
restricted by applicable law whether on the Issue Date or thereafter (including any requirement to obtain the consent of any governmental authority or third party (other than any Issuer or any Guarantor));

 (k) all commercial tort claims;

 (l) any deposit accounts, securities accounts or any similar accounts (including securities entitlements) and any other accounts used solely
as payroll and other employee wage and benefit accounts, tax accounts (including, without limitation, sales tax accounts) and any tax benefits accounts, escrow accounts, fiduciary or trust accounts and any funds and other property held in or
maintained in any such accounts;
 (m) letter of credit rights, except to the extent constituting a supporting obligation for other
Collateral as to which perfection of the security interest in such other Collateral may be accomplished by the filing of a Uniform Commercial Code financing statement (it being understood that no actions shall be required to perfect a security
interest in letter of credit rights, other than the filing of a Uniform Commercial Code financing statement);

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 (n) cash and Cash Equivalents (other than cash and Cash Equivalents constituting proceeds of
Collateral);
 (o) any particular assets if the burden, cost or consequence of creating or perfecting such pledges or security interests in
such assets is excessive in relation to the benefits to be obtained therefrom by the Holders under the Notes, this Indenture and the Security Documents as reasonably determined by the Issuer;

 (p) voting Equity Interests in any Foreign Subsidiary, any CFC or any FSHCO Subsidiary, in each case, representing more than 65% of the voting
power of all outstanding Equity Interests of such Foreign Subsidiary, CFC or FSHCO Subsidiary;
 (q) [Reserved];

 (r) so long as the Senior Secured Credit Facilities remain outstanding, any asset that is not pledged to secure obligations arising in respect
of the Senior Secured Credit Facilities (whether pursuant to the terms of the Senior Secured Credit Facilities (and any related document) as a result of any determination made thereunder, or by amendment, waiver or otherwise);

 (s) so long as a Senior ABL Credit Agreement is outstanding, any asset that would otherwise constitute ABL Priority Collateral that is not
then subject to a Lien securing the Senior ABL Revolving Credit Obligations at such time; and
 (t) proceeds from any and all of the
foregoing assets described in clauses (a) through (s) above to the extent such proceeds would otherwise be excluded pursuant to clauses (a) through (s) above;

 provided , however , that Excluded Assets shall not include any assets that are pledged to secure obligations arising in respect of the Senior
Secured Credit Facilities (whether pursuant to the terms of the credit agreement governing the Senior Secured Credit Facilities (and any related documents) or any amendment or otherwise).

 “ Excluded Subsidiary ” means “Excluded Subsidiary” (as defined in the Senior Secured Credit Facilities).

 “ Existing Notes ” means, collectively, the Existing Secured Notes and the Existing Unsecured Notes.

 “ Existing Notes Collateral Agent ” means Wilmington Trust, National Association, in its capacity as collateral agent
for the holders of the Existing Pari Passu Notes Obligations under the Existing Secured Indentures and the Existing Security Documents and any successor pursuant to the provisions of the Existing Secured Indentures and the Existing Security
Documents.
 “ Existing Notes Secured Parties ” means, collectively, (i) the trustee with respect to the Existing
3.875% Secured Notes, the Existing 3.875% Notes Collateral Agent and the holders of the Existing 3.875% Secured Notes and (ii) the trustee with respect to the Existing 6.250% Secured Notes, the Existing 6.250% Notes Collateral Agent and the
holders of the Existing 6.250% Secured Notes.

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 “ Existing Pari Passu Notes Obligations ” means Obligations in respect of
the Existing Secured Notes, the Existing Secured Indentures, the guarantees of the Existing Secured Notes and the security documents relating to the Existing Secured Notes.

 “ Existing Secured Indentures ” has the meaning set forth in the definition of “Existing Secured Notes.”

 “ Existing Secured Notes ” means, collectively, the Issuers’ (i) 3.875% Senior Secured Notes due 2029 (the
“ Existing 3.875% Secured Notes ”) issued pursuant to the Indenture, dated as of October 15, 2021, among the Issuers, the guarantors party thereto, Wilmington Trust, National Association, as trustee and the Existing Notes
Collateral Agent (as amended, modified and supplemented from time to time, the “ Existing 3.875% Secured Notes Indenture ”) and (ii) 6.250% Senior Secured Notes due 2029 (the “ Existing 6.250% Secured Notes ”)
issued pursuant to the Indenture, dated as of March 27, 2024, among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent (as amended, modified and supplemented from time to time,
the “ Existing 6.250% Secured Notes Indenture ” and, together with the Existing 3.875% Secured Notes Indenture, the “ Existing Secured Indentures ”).

 “ Existing Security Documents ” means, collectively, the Pari Passu Intercreditor Agreement, the security agreement, other
security or intercreditor agreements relating to the Existing Secured Notes, as amended, amended and restated, modified, renewed or replaced from time to time.

 “ Existing Unsecured Indenture ” has the meaning set forth in the definition of “Existing Unsecured
Notes.”
 “ Existing Unsecured Notes ” means the Issuers’ 5.250% Senior Notes due 2029 issued pursuant to the
Indenture, dated as of October 15, 2021, among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee (as amended, modified and supplemented from time to time, the “ Existing Unsecured
Indenture ”).
 “ fair market value ” means, with respect to any asset or liability, the fair market value of
such asset or liability as determined by the Issuer in good faith.
 “ Financing Lease Obligation ” means an obligation
that is required to be accounted for as a financing or capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP.
At the time any determination thereof is to be made, the amount of the liability in respect of a financing or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes thereto) in
accordance with GAAP; provided that any obligations of the Issuer or its Restricted Subsidiaries either existing on the Issue Date or created prior to any recharacterization described below (1) that were not included on the consolidated balance
sheet of the Issuer as financing or capital lease obligations and (2) that are subsequently recharacterized as financing or capital lease obligations or indebtedness due to a change in accounting treatment or otherwise, shall for all purposes
under this Indenture (including, without limitation, the calculation of Consolidated Net Income and EBITDA) not be treated as financing or capital lease obligations, Financing Lease Obligations or Indebtedness. Notwithstanding the foregoing, at any
time on or following the Issue Date, the Issuer may elect that “GAAP” as used in this definition shall mean GAAP as in effect on January 1, 2015. For the avoidance of doubt, solely making an election (without any other action)
referred to in this definition will not be treated as an incurrence of Indebtedness.
 “ Fitch ” means Fitch Ratings, Inc.
or any successor to the rating agency business thereof.

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 “ Fixed Asset Priority Collateral ” means all Collateral, other than ABL
Priority Collateral.
 “ Fixed Charge Coverage Ratio ” means, with respect to any Person for any period, the ratio of
EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that such Person or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than
Indebtedness incurred under any revolving credit, working capital or letter of credit facility) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated but prior to or substantially concurrently with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Fixed Charge Coverage Ratio Calculation Date ”), then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock (in each
case, including a pro forma application of the net proceeds therefrom), as if the same had occurred at the beginning of the applicable four-quarter period, subject, for the avoidance of doubt, to the paragraphs contained in Section 1.07 hereof.

 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations,
consolidations, discontinued operations (as determined in accordance with GAAP), operational changes, Business Expansions, new or revised contracts and other transactions that have been made by or involving the Issuer or any of its Restricted
Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or substantially concurrently with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis
assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations, operational changes, Business Expansions, new or revised contracts and other transactions (and the change in any
associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period; provided that at the election of the Issuer, such pro forma adjustments shall not be
required to be determined to the extent the aggregate consideration paid in connection with such acquisition or other transaction was less than the greater of (i) $180.0 million and (ii) 5.0% of LTM EBITDA. If since the beginning of such period
any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition,
disposition, merger, amalgamation, consolidation, discontinued operation, operational change, Business Expansion or other transaction that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be
calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change, Business Expansion, new or revised contract or other
transaction had occurred at the beginning of the applicable four-quarter period.
 For purposes of this definition, whenever pro forma
 effect is to be given to an Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change, Business Expansion, new or revised contract or other transaction (including the 2021
Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer or its Restricted Subsidiaries (and may include, for the avoidance of doubt, cost savings, operating expense
reductions and product margin, and other synergies resulting from such Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation, operational change, Business Expansion, new or revised contract or other
transaction (including the 2021 Transactions) which is being given pro forma effect) calculated in accordance with and permitted by clauses (a)(viii) and (a)(xv) of the definition of “EBITDA.” If any Indebtedness bears a
floating or formula rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the

 -29-

applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Financing Lease Obligation shall be deemed to accrue at an
interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Financing Lease Obligation in accordance with GAAP. For purposes of making the computation referred to
above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first
paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based
upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.
 “ Fixed Charge
Coverage Ratio Calculation Date ” has the meaning set forth in the definition of “Fixed Charge Coverage Ratio.”

 “ Fixed Charges ” means, with respect to any Person for any period, the sum of, without duplication:

 (a) Consolidated Interest Expense of such Person for such period;

 (b) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred
Stock during such period; and
 (c) all cash dividends or other distributions paid (excluding items eliminated in
consolidation) on any series of Disqualified Stock during such period.
 “ Foreign RE Assets ” means,
collectively, those certain interests in real property and related assets owned by the Issuer and its Subsidiaries located outside the United States.

 “ Foreign RE Borrower Subsidiary ” means any Subsidiary of the Issuer (i) party to a Foreign RE Loan,
indenture or other financing secured or supported by interests in Foreign RE Assets and other real property, (ii) any Subsidiary of a Person described in the foregoing clause (i) or (iii) otherwise designated by the Issuer as a
“Foreign RE Borrower Subsidiary” from time to time.
 “ Foreign RE Loans ” means, collectively,
one or more mortgage, mezzanine or other loans or indebtedness secured or supported by interests in one or more Foreign RE Assets.

 “ Foreign Subsidiary ” means (i) any Subsidiary of the Issuer that is not a Domestic Subsidiary and (ii) any direct
or indirect Domestic Subsidiary that is a direct or indirect Subsidiary of a direct or indirect Foreign Subsidiary that is a CFC.

 “ FSHCO Subsidiary ” means any Subsidiary substantially all of the assets of which consist of Equity Interests and/or
Indebtedness of one or more Foreign Subsidiaries that are CFCs or Subsidiaries that are FSHCO Subsidiaries.
 “ Funded
Debt ” means any Indebtedness for money borrowed (other than in connection with a Qualified Securitization Facility), w…

EX-10.1 · d50280dex101.htm

Type

EX-10.1

File

d50280dex101.htm

Document text
EX-10.1 · d50280dex101.htm EX-10.1 3 d50280dex101.htm EX-10.1 Exhibit 10.1 SEVENTH AMENDMENT REFINANCING TERM LOANS CUSIP: 58503UAK9 AMENDMENT NO. 7 , dated as of May 28, 2026 (this “ Amendment ”) to the Credit Agreement, dated as of October 21, 2021, among Medline Intermediate, LP, a Delaware limited partnership (“ Holdings ”), Medline Borrower, LP, a Delaware limited partnership (and successor by merger to Mozart Debt Merger Sub Inc., the “ Borrower ”), the other Guarantors party thereto from time to time, the lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”), Collateral Agent, a Lender and an L/C Issuer (as amended by Amendment No. 1 to Credit Agreement, dated as of June 28, 2023, Amendment No. 2 to Credit Agreement, dated as of March 27, 2024, Amendment No. 3 to Credit Agreement, dated as of July 8, 2024, Amendment No. 4 to Credit Agreement, dated as of November 19, 2024, Amendment No. 5 to Credit Agreement, dated as of March 28, 2025, Amendment No. 6 to Credit Agreement, dated as of July 31, 2025, and as further amended, restated, amended and restated, modified and supplemented from time to time, the “ Credit Agreement ”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. A. Pursuant to Section 2.15 of the Credit Agreement, the Borrower may, from time to time, request Refinancing Term Loans (as defined below), subject to the terms and conditions set forth therein. B. The Borrower has requested that the Lenders listed on Schedule I hereto (each, a “ Refinancing Term Lender ”) provide “Refinancing Term Loans” under Section 2.15 of the Credit Agreement (the “ Refinancing Term Loans ”) to refinance all Sixth Amendment 2030 Refinancing Term Loans outstanding immediately prior to the effectiveness of this Amendment (such Sixth Amendment 2030 Refinancing Term Loans, collectively, and including for the avoidance of doubt, Sixth Amendment 2030 Refinancing Term Loans that are converted, exchanged or rolled into Refinancing Term Loans pursuant to this Amendment, the “ Existing Term Loans ”). C. The Refinancing Term Lenders will comprise, and Refinancing Term Loans will be made by, (i) in part, Lenders who hold Existing Term Loans and who agree to convert, exchange or “cashlessly roll” all of their Existing Term Loans to or for Refinancing Term Loans (such Lenders, “ Converting Refinancing Term Lenders ”); and (ii) in part, Persons providing new Refinancing Term Loans, the proceeds of which will be used by the Borrower to repay holders of Existing Term Loans that will not be so converted, exchanged or rolled. D. Pursuant to Section 2.15(d) of the Credit Agreement, the Loan Documents may be amended as necessary or appropriate in the reasonable opinion of the Borrower pursuant to a Refinancing Amendment, to effect the provisions of Section 2.15 of the Credit Agreement. E. Each Refinancing Term Lender is willing, subject to the terms and applicable conditions set forth herein and in the Credit Agreement, to make to the Borrower the amount of the Refinancing Term Loans set forth opposite its name on Schedule I hereto. F. The Borrower has requested that the Applicable Rate with respect to the Revolving Credit Loans be reduced as set forth herein. G. (i)(a) Each of BofA Securities, Inc., Goldman Sachs Bank USA and JPMorgan Chase Bank, N.A.(collectively, in such capacity, the “ Lead Arrangers ”) and (b) each financial institution listed on Schedule II hereto as a “Co-Lead Arranger” (or one or more of its designated affiliates) (collectively, in such capacity, the “ Co-Lead Arrangers ”) will act as a joint lead arranger and joint bookrunner for the Refinancing Term Loans and (ii) the Lead Arrangers, the Co-Lead Arrangers and each other joint lead arranger and joint bookrunner given a title in connection with the Refinancing Term Loans shall be deemed to be “Lead Arrangers” for all purposes under the Credit Agreement and each other Loan Document, including this Amendment. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows: ARTICLE I Refinancing Term Loans and Amendments The Borrower, the Refinancing Term Lenders, the Administrative Agent and, solely with respect to the amendment to clause (c) of the definition of “Applicable Rate”, the Revolving Credit Lenders, hereby agree that: A. This Amendment is a Refinancing Amendment referred to in Section 2.15 of the Credit Agreement. B. Each Refinancing Term Lender hereby agrees to provide the amount of the Refinancing Term Loans set forth opposite its name on Schedule I hereto (the “ Refinancing Term Commitments ”). The Refinancing Term Commitments shall be subject to all of the terms and conditions set forth herein and in the Credit Agreement. C. The aggregate Refinancing Term Commitment is $2,750,000,000.00. D. Subject to and upon the terms and applicable conditions set forth herein, each Refinancing Term Lender severally agrees to make, on the Seventh Amendment Effective Date (as defined below), a Refinancing Term Loan in Dollars to the Borrower (or, in the case of a Converting Refinancing Term Lender, convert, exchange or roll its Existing Term Loans to or for Refinancing Term Loans in an equal principal amount (or such lesser amount as determined by the Lead Arrangers in their discretion)) in an aggregate principal amount equal to the commitment amount set forth next to such Refinancing Term Lender’s name in Schedule I, Part A hereto (in the case of any Refinancing Term Lender funding its Refinancing Term Loan in cash) or Schedule I, Part B hereto (in the case of any Converting Refinancing Term Lender), in each case, under the caption “Refinancing Term Commitment” on the terms set forth in this Amendment. Each Refinancing Term Commitment will terminate in full upon the making of the related Refinancing Term Loan (or conversion, exchange or roll of the related Existing Term Loan, as applicable). In addition, each Refinancing Term Lender waives its right to any compensation pursuant to the Credit Agreement with respect to the prepayment, exchange, roll or conversion of the Existing Term Loans. -2- E. Substantially simultaneously with the borrowing of Refinancing Term Loans, the Borrower shall use the proceeds of such Refinancing Term Loans to fully prepay all outstanding Existing Term Loans, together with accrued and unpaid interest thereon to the Seventh Amendment Effective Date; provided that each Converting Refinancing Term Lender irrevocably agrees to accept, in lieu of cash for the outstanding principal amount (or such lesser amount as determined by the Lead Arrangers in their discretion) of its Existing Term Loan so prepaid, on the Seventh Amendment Effective Date an equal principal amount of Refinancing Term Loans in accordance with this Amendment. F. Subject to the satisfaction of the conditions to the effectiveness of any Refinancing Amendment set forth in subsection 2.15(b) of the Credit Agreement and to the satisfaction of the conditions set forth in Article III below, the funding of the Refinancing Term Loans will occur in one drawing on the date hereof pursuant to the Borrower’s written notice of such borrowing of Refinancing Term Loans as required by Section 2.02 of the Credit Agreement; provided that such requirement shall be satisfied so long as such notices of borrowing shall be delivered on or prior to the Seventh Amendment Effective Date. In the event that all or any portion of the Refinancing Term Loans are not borrowed on or before the date hereof, the unborrowed portion of the Refinancing Term Commitments shall automatically terminate on the date hereof unless the Refinancing Term Lenders shall, in their sole discretion, agree to an extension. G. The Refinancing Term Commitments provided pursuant to this Amendment shall constitute “Refinancing Term Commitments” referred to in Section 2.15 of the Credit Agreement and, upon the Seventh Amendment Effective Date, the Refinancing Term Commitment of any Refinancing Term Lender shall become the “Refinancing Term Loans” of such Refinancing Term Lender. H. Except as expressly set forth herein, the Refinancing Term Loans shall have the same terms (after giving effect to the amendments set forth herein) as “Dollar Term Loans” and “Sixth Amendment 2030 Refinancing Term Loans” for all purposes under the Credit Agreement and each other Loan Document; provided that the Refinancing Term Loans shall be established as a new Class of Dollar Term Loans. Each Refinancing Term Lender shall be deemed to be a “Lender”, a “Term Lender”, a “Dollar Term Lender” and a “Secured Party” for all purposes under the Credit Agreement and each other Loan Document; provided that the Refinancing Term Lenders shall be established as a new Class of Dollar Term Lenders. I. Section 1.01 of the Credit Agreement is hereby amended to add the following definitions: ““ Seventh Amendment ” means the Seventh Amendment to this Agreement, dated as of the Seventh Amendment Effective Date, among Holdings, the Borrower, the other Guarantors party thereto, the Administrative Agent and the Lenders party thereto.” ““ Seventh Amendment Effective Date ” means May 28, 2026.” -3- ““ Seventh Amendment Refinancing Term Commitment ” has the meaning applicable to the term “Refinancing Term Commitment” in the Seventh Amendment.” ““ Seventh Amendment Refinancing Term Loans ” has the meaning applicable to the term “Refinancing Term Loans” in the Seventh Amendment.” J. Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “Applicable Rate” by (i) deleting the words “and Sixth Amendment 2030 Refinancing Term Loans” in clause (b) thereof, (ii) inserting the following new clause (d) in the correct order therein and (iii) amending and restating clause (c) thereof as follows: “(c) with respect to Revolving Credit Loans, the following percentages per annum, based upon the Consolidated First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): Applicable Rate Pricing Level Consolidated First Lien Net Leverage Ratio Term SOFR and RFR for Revolving Credit Loans Base Rate for Revolving Credit Loans Alternative Currency Daily Rate for Revolving Credit Loans 1 > 3.25:1.00 1.50 % 0.50 % 1.50 % 2 ≤ 3.25:1.00 1.25 % 0.25 % 1.25 % ” “(d) with respect to the Seventh Amendment Refinancing Term Loans, a percentage per annum equal to (x) for Term SOFR Loans, 1.50% and (y) for Base Rate Loans, 0.50%.” K. Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (iv) of the definition of “Maturity Date” as follows: “(iv) with respect to the Seventh Amendment Refinancing Term Loans, the date that is seven years after the Seventh Amendment Effective Date,” L. Section 1.01 of the Credit Agreement is hereby amended by adding “or the Seventh Amendment Refinancing Term Loans incurred on the Seventh Amendment Effective Date” immediately after “Sixth Amendment Effective Date” in the definition of “Repricing Transaction”. -4- M. Section 2.05(a)(iv) of the Credit Agreement is hereby amended by amending and restating such section in its entirety as follows: “In the event that, with respect to the Seventh Amendment Refinancing Term Loans, on or prior to the six-month anniversary of the Seventh Amendment Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any Seventh Amendment Refinancing Term Loans pursuant to a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders holding Seventh Amendment Refinancing Term Loans, (1) in the case of clause (x) above, a prepayment premium of 1.00% of the aggregate principal amount of the applicable Seventh Amendment Refinancing Term Loans incurred on the Seventh Amendment Effective Date so prepaid, refinanced, substituted or replaced and (2) in the case of clause (y) above, a fee equal to 1.00% of the aggregate principal amount of the applicable Seventh Amendment Refinancing Term Loans amended or otherwise modified pursuant to such amendment. If, with respect to the Seventh Amendment Refinancing Term Loans, on or prior to the six-month anniversary of the Seventh Amendment Effective Date, any Term Lender holding Seventh Amendment Refinancing Term Loans, as applicable, that is a Non-Consenting Lender and is replaced pursuant to Section 3.07(a) in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, such Term Lender holding Seventh Amendment Refinancing Term Loans, as applicable (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)), shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described in the preceding sentence. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.” N. Section 2.06(b) of the Credit Agreement is hereby amended by adding the following immediately prior to the final sentence thereof: “The Seventh Amendment Refinancing Term Commitment of each Refinancing Term Lender shall be automatically and permanently reduced to $0 upon the funding of the Refinancing Term Loans to be made by it on the Seventh Amendment Effective Date.” O. The second to last sentence of Section 2.07(a) of the Credit Agreement is hereby amended by amending and restating such sentence in its entirety as follows: “The Borrower shall repay to the Administrative Agent for the ratable account of the applicable Seventh Amendment Refinancing Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with June 30, 2026, an aggregate principal amount of Seventh Amendment Refinancing Term Loans equal to 0.25% of the aggregate principal amount of all Seventh Amendment Refinancing Term Loans outstanding on the Seventh Amendment Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Seventh Amendment Refinancing Term Loans, the aggregate principal amount of all Seventh Amendment Refinancing Term Loans outstanding on such date.” P. Section 6.18 of the Credit Agreement is hereby amended by adding the following immediately after the second sentence thereof: “The proceeds of the Refinancing Term Loans received on the Seventh Amendment Effective Date, shall be used (i) to repay the Sixth Amendment 2030 Refinancing Term Loans outstanding hereunder immediately prior to the Seventh Amendment Effective Date in full, (ii) to pay fees, costs and expenses in connection with the transactions contemplated by the Seventh Amendment and (iii) for working capital, general corporate purposes and any other purpose not prohibited hereunder.” -5- ARTICLE II Representations and Warranties Each Loan Party represents and warrants, as of the Seventh Amendment Effective Date, to the Administrative Agent and to the Refinancing Term Lenders that: A. This Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by Debtor Relief Laws and by general principles of equity. B. The representations and warranties of each Loan Party set forth in the Loan Documents (including, for the avoidance of doubt, this Amendment as a Loan Document) are true and correct in all material respects (except that any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects as so qualified) on and as of the date such representation and warranty is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date). C. At the time that the Refinancing Term Loans are made (and after giving effect thereto), no Default or Event of Default has occurred and is continuing. ARTICLE III Conditions to Effectiveness This Amendment shall become effective on the date (the “ Seventh Amendment Effective Date ”) on which each of the following conditions is satisfied: A. The Administrative Agent (or its counsel) shall have received (a) a counterpart of this Amendment or a completed converting lender election substantially in the form of Exhibit A hereto from each Refinancing Term Lender, (b) with respect to the amendment to clause (c) of the definition of “Applicable Rate” set forth in this Amendment, a counterpart of this Amendment from each Revolving Credit Lender and (c) a counterpart of this Amendment from each Loan Party signed on behalf of such party. B. The Administrative Agent (or its counsel) shall have received a legal opinion from Simpson Thacher & Bartlett LLP, New York counsel to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel. -6- C. The Administrative Agent (or its counsel) shall have received certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party (“ Good Standing Certificates ”), certificates of resolution or other action, incumbency certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Seventh Amendment Effective Date; provided that in lieu of such documents or agreements, other than certificates of resolution or other action and the Good Standing Certificates, referred to above, such certificate may certify that since the Sixth Amendment Effective Date, there have been no changes to the Organizational Documents of such Loan Party (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and no changes have been made to the incumbency certificate of the officers of such Loan Party delivered on the Closing Date, the Second Amendment Effective Date, the Third Amendment Effective Date, the Fourth Amendment Effective Date, the Fifth Amendment Effective Date or the Sixth Amendment Effective Date, as applicable, by such Loan Party. D. The Administrative Agent shall have received at least three Business Days prior to the Seventh Amendment Effective Date all documentation and other information about the Borrower and the Guarantors required under applicable “ know your customer ” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the Administrative Agent in writing at least ten Business Days prior to the Seventh Amendment Effective Date. E. The Borrower shall have (i)(a) paid all reasonable fees and out-of-pocket and documented costs and expenses of the Administrative Agent in connection with the execution and delivery of this Amendment pursuant to the terms of the Credit Agreement (to the extent invoiced prior to the Seventh Amendment Effective Date) and (b) all fees and expenses required to be paid by the Borrower, including pursuant to the engagement letter, dated as of May 12, 2026, by and among the Borrower and the Lead Arrangers and (ii) simultaneously with the borrowing of Refinancing Term Loans hereunder, fully prepaid any outstanding Existing Term Loans, together with accrued and unpaid interest thereon to the Seventh Amendment Effective Date; F. The Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer, dated the date of borrowing, in form and substance reasonably satisfactory to the Administrative Agent, certifying as of the date of borrowing to clauses (B) and (C) of Article II above. G. The Borrower shall have delivered to the Administrative Agent one or more notices of such borrowing of Refinancing Term Loans as required by Section 2.02 of the Credit Agreement; provided that such requirement shall be satisfied so long as such notices of borrowing shall be delivered on or prior to the Seventh Amendment Effective Date. -7- ARTICLE IV Further Acknowledgments A. The Borrower (x) acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Refinancing Term Commitments provided hereby including, without limitation, all Refinancing Term Loans made available pursuant hereto, (ii) all such Obligations (including all such Refinancing Term Loans) shall be entitled to the benefits of the Loan Documents and (iii) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect. B. Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Term Loans to be made pursuant hereto. Each Guarantor acknowledges and agrees that all Obligations with respect to the Refinancing Term Commitments provided hereby including, without limitation, all Refinancing Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges and agrees that after giving effect to this Amendment, the Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect. ARTICLE V Miscellaneous A. Credit Agreement . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Lead Arrangers, the other Secured Parties, the Borrower or any other Loan Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document or any exhibits or schedules thereto, all of which are ratified and affirmed in all respects and shall continue in full force and effect after giving effect to this Amendment. After the Seventh Amendment Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. B. No Novation . This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Seventh Amendment Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, nothing herein contained shall be construed as a substitution or -8- novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under the Credit Agreement or any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Amendment. C. Successors and Assigns . This Amendment shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Refinancing Term Lenders (it being understood that rights of assignment of the parties hereto are subject to the further provisions of Section 10.07 of the Credit Agreement). D. Governing Law; Jurisdiction . THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND WHETHER AT LAW OR IN EQUITY) ARISING UNDER, OR RELATED TO, THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING (WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY AND WHETHER AT LAW OR IN EQUITY) ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR OTHER DOCUMENT RELATED HERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER OR OTHER ELECTRONIC TRANSMISSION) IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. NOTHING IN THIS AMENDMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY RIGHT UNDER THE COLLATERAL DOCUMENTS AGAINST ANY COLLATERAL OR ANY OTHER PROPERTY OF ANY LOAN PARTY IN ANY OTHER FORUM IN ANY JURISDICTION IN WHICH COLLATERAL IS LOCATED. -9- E. Waiver of Right to Jury Trial . TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. F. Counterparts . This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts shall be an original, but all of which shall together constitute one and the same instrument. This Amendment may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other electronic transmission of the relevant signature pages hereof, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment. Each of the parties hereto represents and warrants to the other parties that it has the corporate capacity and authority to execute this Amendment through electronic means and that there are no restrictions for doing so in that party’s constitutive documents. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. G. Headings . The headings of the several sections and subsections of this Amendment are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment. H. Amendments; Severability . A. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto; and -10- B. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. [ Signature Pages Follow ] -11- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above. MEDLINE BORROWER, LP as Borrower By: MOZART GP, LLC Its: General Partner By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Chief Legal Officer, Secretary MEDLINE INTERMEDIATE, LP as Holdings By: MOZART GP, LLC Its: General Partner By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Chief Legal Officer, Secretary MEDLINE CO-ISSUER, INC., as a Subsidiary Guarantor By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Chief Legal Officer, Secretary [Signature Page - Amendment No. 7] APLICARE PRODUCTS, LLC ESMA-MED-UXBRIDGE, LLC ESNY-MED-MONTGOMERY, LLC EXCELSIOR MEDICAL, LLC HEALTHCARE RECOVERY SERVICES LLC MBSI, LLC MEDLINE MEXICO HOLDINGS, LLC MEDLINE MILLS INDUSTRIES LLC MEDLINE MILLS LLC MEDLINE PHARMACY LLC MEDLINE SOONER ACQUISITION, LLC MEDLINE UNITED KINGDOM LLC MEDLINE VENTURES, LLC MEDTRANS LLC NORTHPOINT MEDICAL PROCESSING, LLC PDM HOLDINGS, LLC SIMCON INTERNATIONAL, LLC SURGICAL INSTRUMENT SERVICES AND SAVINGS, LLC SUTURE EXPRESS, LLC TRI-STATE MEXICO HOLDINGS, LLC MEDLINE INTERNATIONAL TWO, LLC PREFCONNECT, LLC, each, as a Subsidiary Guarantor By: MEDLINE INDUSTRIES, LP Its: Manager By: MOZART GP, LLC Its: General Partner By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Chief Legal Officer, Secretary MEDLINE INTERNATIONAL HOLDCO, INC., as a Subsidiary Guarantor By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Chief Legal Officer, Secretary [Signature Page - Amendment No. 7] CENTURION MEDICAL PRODUCTS, LP MEDLINE INDUSTRIES, LP, each as a Subsidiary Guarantor By: MOZART GP, LLC Its: General Partner By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Chief Legal Officer, Secretary MEDLINE BERMUDA HOLDINGS LLC MEDLINE INTERNATIONAL, LLC MEDLINE SOLUCIONES MEDICAS HOLDINGS, LLC MEXICALI DIRECTO HOLDINGS, LLC MICROTEK DOMINICANA HOLDINGS, LLC MSMH NL, LLC PMM HOLDINGS, LLC RCI HUDSON MEXICO HOLDINGS, LLC THIN CANDIED SHELL, LLC, each as a Subsidiary Guarantor By: STELLAR HOLDCO, LLC Its: Manager By: /s/ Michael B. Drazin Name: Michael B. Drazin Title: Director MEDLINE INDUSTRIES HOLDINGS, L.P., as a Subsidiary Guarantor By: MEDLINE MILLS INDUSTRIES LLC Its: General Partner By: MEDLINE INDUSTRIES, LP Its: Manager By: MOZART GP, LLC Its: General Partner By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Chief Legal Officer, Secretary [Signature Page - Amendment No. 7] ML PRODUCTS, LLC MMS, L.L.C., each as a Subsidiary Guarantor By: MEDLINE SOONER ACQUISITION, LLC Its: Manager By: MEDLINE INDUSTRIES, LP Its: Manager By: MOZART GP, LLC Its: General Partner By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Chief Legal Officer, Secretary PLUROGEN THERAPEUTICS, LLC, as a Subsidiary Guarantor By: /s/ Sameer Garg Name: Sameer Garg Title: Manager By: /s/ Stuart J. Schneider Name: Stuart J. Schneider Title: Manager STELLAR HOLDCO, LLC, as a Subsidiary Guarantor By: /s/ Michael B. Drazin Name: Michael B. Drazin Title: Director [Signature Page - Amendment No. 7] THIN CANDY SHELL, LLC By: CENTURION MEDICAL PRODUCTS, LP Its: Manager By: MOZART GP, LLC Its: General Partner By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Chief Legal Officer, Secretary MEDICAL STERILIZATION HOLDINGS, LP MEDICAL STERILIZATION COMPANY (NLMX), LP MEDICAL STERILIZATION COMPANY (US), LP, as a Subsidiary Guarantor By: MEDICAL STERILIZATION GP, LLC Its: General Partner By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Secretary MEDLINE DME, LP MEDLINE DME TN, LP, as a Subsidiary Guarantor By: MEDLINE DME GP, LLC Its: General Partner By: /s/ James Boyle Name: James Boyle Title: Manager By: /s/ Bradley Mariam Name: Bradley Mariam Title: Manager [Signature Page - Amendment No. 7] UNITED MEDCO, LLC, as a Subsidiary Guarantor By: /s/ Bradley Mariam Name: Bradley Mariam Title: President TCS NUEVO LAREDO, LLC, as a Subsidiary Guarantor By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Secretary MRE PROPCO, LP, as a Subsidiary Guarantor By: MOZART GP, LLC Its: General Partner By: /s/ Alexander M. Liberman Name: Alexander M. Liberman Title: Chief Legal Officer, Secretary [Signature Page - Amendment No. 7] BANK OF AMERICA, N.A. , as Administrative Agent By: /s/ David J. Smith Name: David J. Smith Title: Vice President [Signature Page - Amendment No. 7] BANK OF AMERICA, N.A. , as L/C Issuer, a Revolving Credit Lender and a Refinancing Term Lender By: /s/ Geoff Blair Name: Geoff Blair Title: Director [Signature Page - Amendment No. 7] JPMORGAN CHASE BANK, N.A. , as a Revolving Credit Lender and an L/C Issuer By: /s/ Helen D. Davis Name: Helen D. Davis Title: Executive Director [Signature Page - Amendment No. 7] Goldman Sachs Bank USA , as a Revolving Credit Lender, and an L/C Issuer By: /s/ Elizabeth Tosin Name: Elizabeth Tosin Title: Authorized Signatory [Signature Page - Amendment No. 7] Barclays Bank PLC , as a Revolving Credit Lender and an L/C Issuer By: /s/ Ronnie Glenn Name: Ronnie Glenn Title: Director [Signature Page - Amendment No. 7] MORGAN STANLEY SENIOR FUNDING, INC. , as a Revolving Credit Lender [and an L/C Issuer] By: /s/ Tayo Lapite Name: Tayo Lapite Title: Vice President [Signature Page - Amendment No. 7] Santander Bank, N.A, as a Revolving Credit Lender By: /s/ Joseph Min Name: Joseph Min Title: Senior Vice President [Signature Page - Amendment No. 7] Bank of Montreal , as a Revolving Credit Lender and an L/C Issuer By: /s/ Eric Oppenheimer Name: Eric Oppenheimer Title: Managing Director [Signature Page - Amendment No. 7] Citibank N.A. , as a Revolving Credit Lender By: /s/ Ioannis Theocharis Name: Ioannis Theocharis Title: Vice President Citicorp North America, Inc. , as a Revolving Credit Lender By: /s/ Ioannis Theocharis Name: Ioannis Theocharis Title: Vice President [Signature Page - Amendment No. 7] INTESA SANPAOLO S.P.A., NEW YORK BRANCH , as a Revolving Credit Lender By: /s/ Bastian Schlesinger Name: Bastian Schlesinger Title: Managing Director By: /s/ Pasquale Brutto Name: Pasquale Brutto Title: Business Director [Signature Page - Amendment No. 7] BNP PARIBAS , as a Revolving Credit Lender By: /s/ John Bosco Name: John Bosco Title: Managing Director By: /s/ Angela Barbieri Name: Angela Barbieri Title: Director [Signature Page - Amendment No. 7] U.S. Bank National Association , as a Revolving Credit Lender By: /s/ GEOFFREY BILLINGSLEY Name: GEOFFREY BILLINGSLEY Title: SENIOR VICE PRESIDENT [Signature Page - Amendment No. 7] WELLS FARGO BANK, NATIONAL ASSOCIATION , as a Revolving Credit Lender and an L/C Issuer By: /s/ Adam Kampwerth Name: Adam Kampwerth Title: Vice President [Signature Page - Amendment No. 7] UBS AG, STAMFORD BRANCH , as a Revolving Credit Lender By: /s/ Andrea Moore Name: Andrea Moore Title: Associate Director By: /s/ Joselin Fernandes Name: Joselin Fernandes Title: Director [Signature Page - Amendment No. 7] MUFG BANK Ltd. , as a Revolving Credit Lender By: /s/ Jessica Munoz Name: Jessica Munoz Title: Vice President [Signature Page - Amendment No. 7] DEUTSCHE BANK AG NEW YORK BRANCH , as a Revolving Credit Lender By: /s/ Philip Tancorra Name: Philip Tancorra Title: Director By: /s/ Craig Cheverko Name: Craig Cheverko Title: Vice President [Signature Page - Amendment No. 7] HSBC Bank USA, National Association , as a Revolving Credit Lender By: /s/ Rusty Miller Name: Rusty Miller Title: Director [Signature Page - Amendment No. 7] ING CAPITAL LLC , as a Revolving Credit Lender By: /s/ Tim van den Berg Name: Tim van den Berg Title: Director By: /s/ Will Felder Name: Will Felder Title: Director [Signature Page - Amendment No. 7] JEFFERIES FINANCE LLC , as a Revolving Credit Lender By: /s/ J.R. Young Name: J.R. Young Title: Managing Director [Signature Page - Amendment No. 7] Blackstone Private Credit Fund , as a Revolving Credit Lender By: Blackstone Private Credit Strategies LLC, as Investment Advisor By: Blackstone Credit BDC Advisors, LLC, as Sub-Investment Advisor By: /s/ Marisa Beeney Name: Marisa Beeney Title: Authorized Signatory [Signature Page - Amendment No. 7] MIZUHO BANK, LTD. , as a Revolving Credit Lender By: /s/ Tracy Rahn Name: Tracy Rahn Title: Managing Director [Signature Page - Amendment No. 7] ROYAL BANK OF CANADA , as a Revolving Credit Lender By: /s/ Sean Young Name: Sean Young Title: Authorized Signatory [Signature Page - Amendment No. 7] SOCIÉTÉ GÉNÉRALE , as a Revolving Credit Lender By: /s/ Pranav Chandra Name: Pranav Chandra Title: Managing Director [Signature Page - Amendment No. 7] Sumitomo Mitsui Banking Corporation , as a Revolving Credit Lender By: /s/ Waki Iwayama Name: Waki Iwayama Title: Executive Director [Signature Page - Amendment No. 7] Refinancing Term Lender Signature pages on file with the Administrative Agent [Signature Page - Amendment No. 7] Exhibit A Converting Lender Election Reference is made to the Amendment No. 7 (the “ Seventh Amendment ”) to Credit Agreement, dated as of October 21, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”), among Medline Intermediate, LP, a Delaware limited partnership (“ Holdings ”), Medline Borrower, LP, a Delaware limited partnership (and successor by merger to Mozart Debt Merger Sub Inc., the “ Borrower ”), the other Guarantors party thereto from time to time, the lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”), Collateral Agent, a Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement or the Seventh Amendment as applicable. Signature Page to the Seventh Amendment dated as of the date first above written _______________________________________ , as a Consenting Lender By: Name: Title: [[For Lenders requiring a second signature block] By: Name: Title:] PROCEDURE FOR LENDERS: The above-named Lender elects to (Check Option A or Option B as applicable): ☐ OPTION A – CONSENT TO THE SEVENTH AMENDMENT AND CONTINUATION OF 100% OF SUCH LENDER’S SIXTH AMENDMENT 2030 REFINANCING TERM LOANS AS REFINANCING TERM LOANS (CASHLESS OPTION): Consent and agree to this Seventh Amendment and continue as a Lender under the Credit Agreement after giving effect to the Seventh Amendment with respect to the Sixth Amendment 2030 Refinancing Term Loans allocated to such Lender by the Lead Arrangers with the remaining amount (if any) prepaid and/or terminated on the Seventh Amendment Effective Date. ☐ OPTION B – CONSENT TO THE SEVENTH AMENDMENT VIA CASH SETTLEMENT WITH RESPECT TO 100% OF SUCH LENDER’S SIXTH AMENDMENT 2030 REFINANCING TERM LOANS: Consent to the Seventh Amendment and agree to have an amount equal to 100% of its existing Sixth Amendment 2030 Refinancing Term Loans prepaid and terminated, respectively, on the Seventh Amendment Effective Date and to acquire the new Refinancing Term Loans pursuant to the Seventh Amendment by assignment of new Refinancing Term Loans in an equal principal amount (or a lesser principal amount of new Refinancing Term Loans allocated to such Lender by the Lead Arrangers). SCHEDULE I Refinancing Term Commitments Part A [To be held on file with the Agent] Part B [To be held on file with the Agent] SCHEDULE II Co-Lead Arrangers Barclays Bank PLC BMO Capital Markets Corp. BNP Paribas Securities Corp. Citibank, N.A. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. ING Capital LLC Intesa Sanpaolo S.p.A., New York Branch Jefferies Finance LLC Mizuho Bank, LTD Morgan Stanley Senior Funding, Inc. MUFG Bank, Ltd. RBC Capital Markets LLC Santander Bank, N.A. Sumitomo Mitsui Banking Corporation Société Générale U.S. Bank National Association UBS Securities LLC Wells Fargo Securities, LLC

Document text

EX-10.1 · d50280dex101.htm

EX-10.1
 3
 d50280dex101.htm
 EX-10.1

 Exhibit 10.1

 SEVENTH AMENDMENT REFINANCING TERM LOANS CUSIP: 58503UAK9

 AMENDMENT NO. 7 , dated as of May 28, 2026 (this “ Amendment ”) to the Credit Agreement, dated as of October 21,
2021, among Medline Intermediate, LP, a Delaware limited partnership (“ Holdings ”), Medline Borrower, LP, a Delaware limited partnership (and successor by merger to Mozart Debt Merger Sub Inc., the “ Borrower ”),
the other Guarantors party thereto from time to time, the lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”), Collateral Agent,
a Lender and an L/C Issuer (as amended by Amendment No. 1 to Credit Agreement, dated as of June 28, 2023, Amendment No. 2 to Credit Agreement, dated as of March 27, 2024, Amendment No. 3 to Credit Agreement, dated as of
July 8, 2024, Amendment No. 4 to Credit Agreement, dated as of November 19, 2024, Amendment No. 5 to Credit Agreement, dated as of March 28, 2025, Amendment No. 6 to Credit Agreement, dated as of July 31, 2025, and
as further amended, restated, amended and restated, modified and supplemented from time to time, the “ Credit Agreement ”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in
the Credit Agreement.
 A. Pursuant to Section 2.15 of the Credit Agreement, the Borrower may, from time to time, request Refinancing
Term Loans (as defined below), subject to the terms and conditions set forth therein.
 B. The Borrower has requested that the Lenders
listed on Schedule I hereto (each, a “ Refinancing Term Lender ”) provide “Refinancing Term Loans” under Section 2.15 of the Credit Agreement (the “ Refinancing Term Loans ”) to refinance all
Sixth Amendment 2030 Refinancing Term Loans outstanding immediately prior to the effectiveness of this Amendment (such Sixth Amendment 2030 Refinancing Term Loans, collectively, and including for the avoidance of doubt, Sixth Amendment 2030
Refinancing Term Loans that are converted, exchanged or rolled into Refinancing Term Loans pursuant to this Amendment, the “ Existing Term Loans ”).

 C. The Refinancing Term Lenders will comprise, and Refinancing Term Loans will be made by, (i) in part, Lenders who hold Existing Term
Loans and who agree to convert, exchange or “cashlessly roll” all of their Existing Term Loans to or for Refinancing Term Loans (such Lenders, “ Converting Refinancing Term Lenders ”); and (ii) in part, Persons
providing new Refinancing Term Loans, the proceeds of which will be used by the Borrower to repay holders of Existing Term Loans that will not be so converted, exchanged or rolled.

 D. Pursuant to Section 2.15(d) of the Credit Agreement, the Loan Documents may be amended as necessary or appropriate in the reasonable
opinion of the Borrower pursuant to a Refinancing Amendment, to effect the provisions of Section 2.15 of the Credit Agreement.
 E.
Each Refinancing Term Lender is willing, subject to the terms and applicable conditions set forth herein and in the Credit Agreement, to make to the Borrower the amount of the Refinancing Term Loans set forth opposite its name on Schedule I
hereto.

 F. The Borrower has requested that the Applicable Rate with respect to the Revolving Credit
Loans be reduced as set forth herein.
 G. (i)(a) Each of BofA Securities, Inc., Goldman Sachs Bank USA and JPMorgan Chase Bank,
N.A.(collectively, in such capacity, the “ Lead Arrangers ”) and (b) each financial institution listed on Schedule II hereto as a “Co-Lead Arranger” (or one or more of
its designated affiliates) (collectively, in such capacity, the “ Co-Lead Arrangers ”) will act as a joint lead arranger and joint bookrunner for the Refinancing Term Loans and (ii) the
Lead Arrangers, the Co-Lead Arrangers and each other joint lead arranger and joint bookrunner given a title in connection with the Refinancing Term Loans shall be deemed to be “Lead Arrangers” for
all purposes under the Credit Agreement and each other Loan Document, including this Amendment.
 Accordingly, in consideration of the
mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

 ARTICLE I
 Refinancing
Term Loans and Amendments
 The Borrower, the Refinancing Term Lenders, the Administrative Agent and, solely with respect to the
amendment to clause (c) of the definition of “Applicable Rate”, the Revolving Credit Lenders, hereby agree that:
 A. This
Amendment is a Refinancing Amendment referred to in Section 2.15 of the Credit Agreement.
 B. Each Refinancing Term Lender hereby
agrees to provide the amount of the Refinancing Term Loans set forth opposite its name on Schedule I hereto (the “ Refinancing Term Commitments ”). The Refinancing Term Commitments shall be subject to all of the terms and
conditions set forth herein and in the Credit Agreement.
 C. The aggregate Refinancing Term Commitment is $2,750,000,000.00.

 D. Subject to and upon the terms and applicable conditions set forth herein, each Refinancing Term Lender severally agrees to make, on the
Seventh Amendment Effective Date (as defined below), a Refinancing Term Loan in Dollars to the Borrower (or, in the case of a Converting Refinancing Term Lender, convert, exchange or roll its Existing Term Loans to or for Refinancing Term Loans in
an equal principal amount (or such lesser amount as determined by the Lead Arrangers in their discretion)) in an aggregate principal amount equal to the commitment amount set forth next to such Refinancing Term Lender’s name in Schedule I,
Part A hereto (in the case of any Refinancing Term Lender funding its Refinancing Term Loan in cash) or Schedule I, Part B hereto (in the case of any Converting Refinancing Term Lender), in each case, under the caption “Refinancing
Term Commitment” on the terms set forth in this Amendment. Each Refinancing Term Commitment will terminate in full upon the making of the related Refinancing Term Loan (or conversion, exchange or roll of the related Existing Term Loan, as
applicable). In addition, each Refinancing Term Lender waives its right to any compensation pursuant to the Credit Agreement with respect to the prepayment, exchange, roll or conversion of the Existing Term Loans.

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 E. Substantially simultaneously with the borrowing of Refinancing Term Loans, the Borrower
shall use the proceeds of such Refinancing Term Loans to fully prepay all outstanding Existing Term Loans, together with accrued and unpaid interest thereon to the Seventh Amendment Effective Date; provided that each Converting Refinancing
Term Lender irrevocably agrees to accept, in lieu of cash for the outstanding principal amount (or such lesser amount as determined by the Lead Arrangers in their discretion) of its Existing Term Loan so prepaid, on the Seventh Amendment Effective
Date an equal principal amount of Refinancing Term Loans in accordance with this Amendment.
 F. Subject to the satisfaction of the
conditions to the effectiveness of any Refinancing Amendment set forth in subsection 2.15(b) of the Credit Agreement and to the satisfaction of the conditions set forth in Article III below, the funding of the Refinancing Term Loans will occur in
one drawing on the date hereof pursuant to the Borrower’s written notice of such borrowing of Refinancing Term Loans as required by Section 2.02 of the Credit Agreement; provided that such requirement shall be satisfied so long as
such notices of borrowing shall be delivered on or prior to the Seventh Amendment Effective Date. In the event that all or any portion of the Refinancing Term Loans are not borrowed on or before the date hereof, the unborrowed portion of the
Refinancing Term Commitments shall automatically terminate on the date hereof unless the Refinancing Term Lenders shall, in their sole discretion, agree to an extension.

 G. The Refinancing Term Commitments provided pursuant to this Amendment shall constitute “Refinancing Term Commitments” referred to
in Section 2.15 of the Credit Agreement and, upon the Seventh Amendment Effective Date, the Refinancing Term Commitment of any Refinancing Term Lender shall become the “Refinancing Term Loans” of such Refinancing Term Lender.

 H. Except as expressly set forth herein, the Refinancing Term Loans shall have the same terms (after giving effect to the amendments set forth
herein) as “Dollar Term Loans” and “Sixth Amendment 2030 Refinancing Term Loans” for all purposes under the Credit Agreement and each other Loan Document; provided that the Refinancing Term Loans shall be established
as a new Class of Dollar Term Loans. Each Refinancing Term Lender shall be deemed to be a “Lender”, a “Term Lender”, a “Dollar Term Lender” and a “Secured Party” for all purposes under the Credit
Agreement and each other Loan Document; provided that the Refinancing Term Lenders shall be established as a new Class of Dollar Term Lenders.

 I. Section 1.01 of the Credit Agreement is hereby amended to add the following definitions:

 ““ Seventh Amendment ” means the Seventh Amendment to this Agreement, dated as of the Seventh Amendment Effective Date,
among Holdings, the Borrower, the other Guarantors party thereto, the Administrative Agent and the Lenders party thereto.”

 ““ Seventh Amendment Effective Date ” means May 28, 2026.”

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 ““ Seventh Amendment Refinancing Term Commitment ” has the meaning
applicable to the term “Refinancing Term Commitment” in the Seventh Amendment.”
 ““ Seventh Amendment
Refinancing Term Loans ” has the meaning applicable to the term “Refinancing Term Loans” in the Seventh Amendment.”

 J. Section 1.01 of the Credit Agreement is hereby amended by amending the definition of “Applicable Rate” by (i) deleting the
words “and Sixth Amendment 2030 Refinancing Term Loans” in clause (b) thereof, (ii) inserting the following new clause (d) in the correct order therein and (iii) amending and restating clause (c) thereof as follows:

 “(c) with respect to Revolving Credit Loans, the following percentages per annum, based upon the Consolidated First Lien Net
Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

 Applicable Rate

 Pricing Level

 Consolidated
First Lien
Net
 Leverage
Ratio

 Term SOFR and
RFR
for Revolving
 Credit Loans

 Base Rate
 for Revolving
 Credit Loans

 Alternative
Currency Daily
Rate for
Revolving Credit
Loans

 1

 > 3.25:1.00

 1.50
 %

 0.50
 %

 1.50
 %

 2

 ≤ 3.25:1.00

 1.25
 %

 0.25
 %

 1.25
 %

 ”

 “(d) with respect to the Seventh Amendment Refinancing Term Loans, a percentage per annum equal to (x) for Term SOFR Loans, 1.50%
and (y) for Base Rate Loans, 0.50%.”
 K. Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause
(iv) of the definition of “Maturity Date” as follows:
 “(iv) with respect to the Seventh Amendment Refinancing Term
Loans, the date that is seven years after the Seventh Amendment Effective Date,”
 L. Section 1.01 of the Credit Agreement is hereby
amended by adding “or the Seventh Amendment Refinancing Term Loans incurred on the Seventh Amendment Effective Date” immediately after “Sixth Amendment Effective Date” in the definition of “Repricing Transaction”.

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 M. Section 2.05(a)(iv) of the Credit Agreement is hereby amended by amending and restating
such section in its entirety as follows:
 “In the event that, with respect to the Seventh Amendment Refinancing Term Loans, on or
prior to the six-month anniversary of the Seventh Amendment Effective Date, the Borrower (x) prepays, refinances, substitutes or replaces any Seventh Amendment Refinancing Term Loans pursuant to a Repricing
Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section 2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment, amendment and restatement or other modification of this Agreement
resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Lenders holding Seventh Amendment Refinancing Term Loans, (1) in the case of clause (x) above,
a prepayment premium of 1.00% of the aggregate principal amount of the applicable Seventh Amendment Refinancing Term Loans incurred on the Seventh Amendment Effective Date so prepaid, refinanced, substituted or replaced and (2) in the case of
clause (y) above, a fee equal to 1.00% of the aggregate principal amount of the applicable Seventh Amendment Refinancing Term Loans amended or otherwise modified pursuant to such amendment. If, with respect to the Seventh Amendment Refinancing
Term Loans, on or prior to the six-month anniversary of the Seventh Amendment Effective Date, any Term Lender holding Seventh Amendment Refinancing Term Loans, as applicable, that is a Non-Consenting Lender and is replaced pursuant to Section 3.07(a) in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Transaction, such
Term Lender holding Seventh Amendment Refinancing Term Loans, as applicable (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)), shall receive its pro rata portion (as determined immediately prior to it being so
replaced) of the prepayment premium or fee described in the preceding sentence. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.”

 N. Section 2.06(b) of the Credit Agreement is hereby amended by adding the following immediately prior to the final sentence thereof:

 “The Seventh Amendment Refinancing Term Commitment of each Refinancing Term Lender shall be automatically and permanently reduced to $0
upon the funding of the Refinancing Term Loans to be made by it on the Seventh Amendment Effective Date.”
 O. The second to last
sentence of Section 2.07(a) of the Credit Agreement is hereby amended by amending and restating such sentence in its entirety as follows:

 “The Borrower shall repay to the Administrative Agent for the ratable account of the applicable Seventh Amendment Refinancing Term
Lenders (i) on the last Business Day of each March, June, September and December, commencing with June 30, 2026, an aggregate principal amount of Seventh Amendment Refinancing Term Loans equal to 0.25% of the aggregate principal amount of
all Seventh Amendment Refinancing Term Loans outstanding on the Seventh Amendment Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05)
and (ii) on the Maturity Date for the Seventh Amendment Refinancing Term Loans, the aggregate principal amount of all Seventh Amendment Refinancing Term Loans outstanding on such date.”

 P. Section 6.18 of the Credit Agreement is hereby amended by adding the following immediately after the second sentence thereof:

 “The proceeds of the Refinancing Term Loans received on the Seventh Amendment Effective Date, shall be used (i) to repay the Sixth
Amendment 2030 Refinancing Term Loans outstanding hereunder immediately prior to the Seventh Amendment Effective Date in full, (ii) to pay fees, costs and expenses in connection with the transactions contemplated by the Seventh Amendment and
(iii) for working capital, general corporate purposes and any other purpose not prohibited hereunder.”

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 ARTICLE II

 Representations and Warranties

 Each Loan Party represents and warrants, as of the Seventh Amendment Effective Date, to the Administrative Agent and to the Refinancing Term
Lenders that:
 A. This Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by Debtor Relief Laws and by general principles of equity.

 B. The representations and warranties of each Loan Party set forth in the Loan Documents (including, for the avoidance of doubt, this Amendment
as a Loan Document) are true and correct in all material respects (except that any such representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects as so
qualified) on and as of the date such representation and warranty is made, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all
material respects as of such earlier date).
 C. At the time that the Refinancing Term Loans are made (and after giving effect thereto), no
Default or Event of Default has occurred and is continuing.
 ARTICLE III

 Conditions to Effectiveness

 This Amendment shall become effective on the date (the “ Seventh Amendment Effective Date ”) on which each of the following
conditions is satisfied:
 A. The Administrative Agent (or its counsel) shall have received (a) a counterpart of this Amendment or a
completed converting lender election substantially in the form of Exhibit A hereto from each Refinancing Term Lender, (b) with respect to the amendment to clause (c) of the definition of “Applicable Rate” set forth in
this Amendment, a counterpart of this Amendment from each Revolving Credit Lender and (c) a counterpart of this Amendment from each Loan Party signed on behalf of such party.

 B. The Administrative Agent (or its counsel) shall have received a legal opinion from Simpson Thacher & Bartlett LLP, New York counsel
to the Loan Parties in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel.

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 C. The Administrative Agent (or its counsel) shall have received certificates of good
standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party (“ Good Standing Certificates ”), certificates of resolution or other action, incumbency
certificates, certificates of incorporation and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Seventh Amendment Effective Date; provided that in lieu of such documents
or agreements, other than certificates of resolution or other action and the Good Standing Certificates, referred to above, such certificate may certify that since the Sixth Amendment Effective Date, there have been no changes to the Organizational
Documents of such Loan Party (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and no changes have been made to the incumbency certificate of the officers of such Loan Party
delivered on the Closing Date, the Second Amendment Effective Date, the Third Amendment Effective Date, the Fourth Amendment Effective Date, the Fifth Amendment Effective Date or the Sixth Amendment Effective Date, as applicable, by such Loan Party.

 D. The Administrative Agent shall have received at least three Business Days prior to the Seventh Amendment Effective Date all
documentation and other information about the Borrower and the Guarantors required under applicable “ know your customer ” and anti-money laundering rules and regulations, including the USA PATRIOT Act that has been requested by the
Administrative Agent in writing at least ten Business Days prior to the Seventh Amendment Effective Date.
 E. The Borrower shall have
(i)(a) paid all reasonable fees and out-of-pocket and documented costs and expenses of the Administrative Agent in connection with the execution and delivery of this
Amendment pursuant to the terms of the Credit Agreement (to the extent invoiced prior to the Seventh Amendment Effective Date) and (b) all fees and expenses required to be paid by the Borrower, including pursuant to the engagement letter, dated
as of May 12, 2026, by and among the Borrower and the Lead Arrangers and (ii) simultaneously with the borrowing of Refinancing Term Loans hereunder, fully prepaid any outstanding Existing Term Loans, together with accrued and unpaid interest
thereon to the Seventh Amendment Effective Date;
 F. The Borrower shall have delivered to the Administrative Agent a certificate of a
Responsible Officer, dated the date of borrowing, in form and substance reasonably satisfactory to the Administrative Agent, certifying as of the date of borrowing to clauses (B) and (C) of Article II above.

 G. The Borrower shall have delivered to the Administrative Agent one or more notices of such borrowing of Refinancing Term Loans as required by
Section 2.02 of the Credit Agreement; provided that such requirement shall be satisfied so long as such notices of borrowing shall be delivered on or prior to the Seventh Amendment Effective Date.

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 ARTICLE IV

 Further Acknowledgments

 A. The Borrower (x) acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Refinancing Term
Commitments provided hereby including, without limitation, all Refinancing Term Loans made available pursuant hereto, (ii) all such Obligations (including all such Refinancing Term Loans) shall be entitled to the benefits of the Loan Documents
and (iii) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral to secure the
Obligations, which continue in full force and effect.
 B. Each Guarantor acknowledges and agrees to each of the provisions of this
Amendment and to the incurrence of the Refinancing Term Loans to be made pursuant hereto. Each Guarantor acknowledges and agrees that all Obligations with respect to the Refinancing Term Commitments provided hereby including, without limitation, all
Refinancing Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents.
Each Guarantor acknowledges and agrees that after giving effect to this Amendment, the Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or
grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect.
 ARTICLE V

 Miscellaneous

 A. Credit Agreement . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Lead Arrangers, the other Secured Parties, the Borrower or any other Loan Party under the Credit Agreement or any other Loan Document,
and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document or any exhibits or schedules thereto, all of which are ratified
and affirmed in all respects and shall continue in full force and effect after giving effect to this Amendment. After the Seventh Amendment Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby.
This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
 B.
 No Novation . This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee
thereof, and the liens and security interests existing immediately prior to the Seventh Amendment Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects
continuing and in full force and effect with respect to all Obligations. Except as expressly provided, nothing herein contained shall be construed as a substitution or

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novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full
force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan
Party under the Credit Agreement or any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this
Amendment.
 C. Successors and Assigns . This Amendment shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Refinancing Term Lenders (it being understood that rights of assignment of the parties hereto are subject to the further provisions of
Section 10.07 of the Credit Agreement).
 D. Governing Law; Jurisdiction . THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND WHETHER AT LAW OR IN EQUITY) ARISING UNDER, OR RELATED TO, THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR
PROCEEDING (WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY AND WHETHER AT LAW OR IN EQUITY) ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
THIS AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL
NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR OTHER DOCUMENT RELATED HERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER OR OTHER ELECTRONIC TRANSMISSION) IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT WILL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. NOTHING IN THIS AMENDMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION TO ENFORCE ANY
AWARD OR JUDGMENT OR EXERCISE ANY RIGHT UNDER THE COLLATERAL DOCUMENTS AGAINST ANY COLLATERAL OR ANY OTHER PROPERTY OF ANY LOAN PARTY IN ANY OTHER FORUM IN ANY JURISDICTION IN WHICH COLLATERAL IS LOCATED.

 -9-

 E. Waiver of Right to Jury Trial . TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
 F. Counterparts . This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each of which counterparts shall be an original, but all of which shall together constitute one and the same instrument. This Amendment may be delivered by facsimile,
electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other electronic transmission of the relevant signature pages hereof, and any
counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment,
extension or renewal of this Amendment. Each of the parties hereto represents and warrants to the other parties that it has the corporate capacity and authority to execute this Amendment through electronic means and that there are no restrictions
for doing so in that party’s constitutive documents. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

 G. Headings . The headings of the several sections and subsections of this Amendment are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Amendment.
 H. Amendments; Severability .

 A. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto;
and

 -10-

 B. Any provision of this Amendment held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions,
the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
 [ Signature Pages
Follow ]

 -11-

 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first written above.

 MEDLINE BORROWER, LP

 as Borrower

 By: MOZART GP, LLC

 Its: General Partner

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Chief Legal Officer, Secretary

 MEDLINE INTERMEDIATE, LP

 as Holdings

 By: MOZART GP, LLC

 Its: General Partner

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Chief Legal Officer, Secretary

 MEDLINE CO-ISSUER, INC., as a
Subsidiary Guarantor

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Chief Legal Officer, Secretary

 [Signature Page - Amendment No. 7]

 APLICARE PRODUCTS, LLC

 ESMA-MED-UXBRIDGE, LLC

 ESNY-MED-MONTGOMERY, LLC

 EXCELSIOR MEDICAL, LLC

 HEALTHCARE RECOVERY SERVICES LLC

 MBSI, LLC

 MEDLINE MEXICO HOLDINGS, LLC

 MEDLINE MILLS INDUSTRIES LLC

 MEDLINE MILLS LLC

 MEDLINE PHARMACY LLC

 MEDLINE SOONER ACQUISITION, LLC

 MEDLINE UNITED KINGDOM LLC

 MEDLINE VENTURES, LLC

 MEDTRANS LLC

 NORTHPOINT MEDICAL PROCESSING, LLC

 PDM HOLDINGS, LLC

 SIMCON INTERNATIONAL, LLC

 SURGICAL INSTRUMENT SERVICES AND SAVINGS, LLC

 SUTURE EXPRESS, LLC

 TRI-STATE MEXICO HOLDINGS, LLC

 MEDLINE INTERNATIONAL TWO, LLC

 PREFCONNECT, LLC,

 each, as a Subsidiary Guarantor

 By: MEDLINE INDUSTRIES, LP

 Its: Manager

 By: MOZART GP, LLC

 Its: General Partner

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Chief Legal Officer, Secretary

 MEDLINE INTERNATIONAL HOLDCO, INC., as a Subsidiary Guarantor

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Chief Legal Officer, Secretary

 [Signature Page -
Amendment No. 7]

 CENTURION MEDICAL PRODUCTS, LP

 MEDLINE INDUSTRIES, LP, each as a Subsidiary Guarantor

 By: MOZART GP, LLC

 Its: General Partner

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Chief Legal Officer, Secretary

 MEDLINE BERMUDA HOLDINGS LLC

 MEDLINE INTERNATIONAL, LLC

 MEDLINE SOLUCIONES MEDICAS HOLDINGS, LLC

 MEXICALI DIRECTO HOLDINGS, LLC

 MICROTEK DOMINICANA HOLDINGS, LLC

 MSMH NL, LLC

 PMM HOLDINGS, LLC

 RCI HUDSON MEXICO HOLDINGS, LLC

 THIN CANDIED SHELL, LLC, each as a Subsidiary Guarantor

 By: STELLAR HOLDCO, LLC

 Its: Manager

 By:

 /s/ Michael B. Drazin

 Name: Michael B. Drazin

 Title: Director

 MEDLINE INDUSTRIES HOLDINGS, L.P., as a Subsidiary Guarantor

 By: MEDLINE MILLS INDUSTRIES LLC

 Its: General Partner

 By: MEDLINE INDUSTRIES, LP

 Its: Manager

 By: MOZART GP, LLC

 Its: General Partner

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Chief Legal Officer, Secretary

 [Signature Page -
Amendment No. 7]

 ML PRODUCTS, LLC

 MMS, L.L.C., each as a Subsidiary Guarantor

 By: MEDLINE SOONER ACQUISITION, LLC

 Its: Manager

 By: MEDLINE INDUSTRIES, LP

 Its: Manager

 By: MOZART GP, LLC

 Its: General Partner

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Chief Legal Officer, Secretary

 PLUROGEN THERAPEUTICS, LLC, as a Subsidiary Guarantor

 By:

 /s/ Sameer Garg

 Name: Sameer Garg

 Title: Manager

 By:

 /s/ Stuart J. Schneider

 Name: Stuart J. Schneider

 Title: Manager

 STELLAR HOLDCO, LLC, as a Subsidiary Guarantor

 By:

 /s/ Michael B. Drazin

 Name: Michael B. Drazin

 Title: Director

 [Signature Page -
Amendment No. 7]

 THIN CANDY SHELL, LLC

 By: CENTURION MEDICAL PRODUCTS, LP

 Its: Manager

 By: MOZART GP, LLC

 Its: General Partner

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Chief Legal Officer, Secretary

 MEDICAL STERILIZATION HOLDINGS, LP

 MEDICAL STERILIZATION COMPANY (NLMX), LP

 MEDICAL STERILIZATION COMPANY (US), LP, as a Subsidiary Guarantor

 By: MEDICAL STERILIZATION GP, LLC

 Its: General Partner

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Secretary

 MEDLINE DME, LP

 MEDLINE DME TN, LP, as a Subsidiary Guarantor

 By: MEDLINE DME GP, LLC

 Its: General Partner

 By:

 /s/ James Boyle

 Name: James Boyle

 Title: Manager

 By:

 /s/ Bradley Mariam

 Name: Bradley Mariam

 Title: Manager

 [Signature Page -
Amendment No. 7]

 UNITED MEDCO, LLC, as a Subsidiary Guarantor

 By:

 /s/ Bradley Mariam

 Name: Bradley Mariam

 Title: President

 TCS NUEVO LAREDO, LLC, as a Subsidiary Guarantor

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Secretary

 MRE PROPCO, LP, as a Subsidiary Guarantor

 By: MOZART GP, LLC

 Its: General Partner

 By:

 /s/ Alexander M. Liberman

 Name: Alexander M. Liberman

 Title: Chief Legal Officer, Secretary

 [Signature Page -
Amendment No. 7]

 BANK OF AMERICA, N.A. , as Administrative Agent

 By:

 /s/ David J. Smith

 Name: David J. Smith

 Title: Vice President

 [Signature Page -
Amendment No. 7]

 BANK OF AMERICA, N.A. , as L/C Issuer, a Revolving Credit Lender and a Refinancing Term Lender

 By:

 /s/ Geoff Blair

 Name: Geoff Blair

 Title: Director

 [Signature Page -
Amendment No. 7]

 JPMORGAN CHASE BANK, N.A. , as a Revolving Credit Lender and an L/C Issuer

 By:

 /s/ Helen D. Davis

 Name: Helen D. Davis

 Title: Executive Director

 [Signature Page -
Amendment No. 7]

 Goldman Sachs Bank USA , as a Revolving Credit Lender, and an L/C Issuer

 By:

 /s/ Elizabeth Tosin

 Name: Elizabeth Tosin

 Title: Authorized Signatory

 [Signature Page -
Amendment No. 7]

 Barclays Bank PLC , as a Revolving Credit Lender and an L/C Issuer

 By:

 /s/ Ronnie Glenn

 Name: Ronnie Glenn

 Title: Director

 [Signature Page -
Amendment No. 7]

 MORGAN STANLEY SENIOR FUNDING, INC. , as a Revolving Credit Lender [and an L/C Issuer]

 By:

 /s/ Tayo Lapite

 Name: Tayo Lapite

 Title: Vice President

 [Signature Page -
Amendment No. 7]

 Santander Bank, N.A, as a Revolving Credit Lender

 By:

 /s/ Joseph Min

 Name: Joseph Min

 Title: Senior Vice President

 [Signature Page -
Amendment No. 7]

 Bank of Montreal , as a Revolving Credit Lender and an L/C Issuer

 By:

 /s/ Eric Oppenheimer

 Name: Eric Oppenheimer

 Title: Managing Director

 [Signature Page -
Amendment No. 7]

 Citibank N.A. , as a Revolving Credit Lender

 By:

 /s/ Ioannis Theocharis

 Name: Ioannis Theocharis

 Title: Vice President

 Citicorp North America, Inc. , as a Revolving Credit Lender

 By:

 /s/ Ioannis Theocharis

 Name: Ioannis Theocharis

 Title: Vice President

 [Signature Page -
Amendment No. 7]

 INTESA SANPAOLO S.P.A., NEW YORK BRANCH , as a Revolving Credit Lender

 By:

 /s/ Bastian Schlesinger

 Name: Bastian Schlesinger

 Title: Managing Director

 By:

 /s/ Pasquale Brutto

 Name: Pasquale Brutto

 Title: Business Director

 [Signature Page -
Amendment No. 7]

 BNP PARIBAS , as a Revolving Credit Lender

 By:

 /s/ John Bosco

 Name: John Bosco

 Title: Managing Director

 By:

 /s/ Angela Barbieri

 Name: Angela Barbieri

 Title: Director

 [Signature Page -
Amendment No. 7]

 U.S. Bank National Association , as a Revolving Credit Lender

 By:

 /s/ GEOFFREY BILLINGSLEY

 Name: GEOFFREY BILLINGSLEY

 Title: SENIOR VICE PRESIDENT

 [Signature Page -
Amendment No. 7]

 WELLS FARGO BANK, NATIONAL ASSOCIATION , as a Revolving Credit Lender and an L/C Issuer

 By:

 /s/ Adam Kampwerth

 Name: Adam Kampwerth

 Title: Vice President

 [Signature Page -
Amendment No. 7]

 UBS AG, STAMFORD BRANCH , as a Revolving Credit Lender

 By:

 /s/ Andrea Moore

 Name: Andrea Moore

 Title: Associate Director

 By:

 /s/ Joselin Fernandes

 Name: Joselin Fernandes

 Title: Director

 [Signature Page -
Amendment No. 7]

 MUFG BANK Ltd. , as a Revolving Credit Lender

 By:

 /s/ Jessica Munoz

 Name: Jessica Munoz

 Title: Vice President

 [Signature Page -
Amendment No. 7]

 DEUTSCHE BANK AG NEW YORK BRANCH , as a Revolving Credit Lender

 By:

 /s/ Philip Tancorra

 Name: Philip Tancorra

 Title: Director

 By:

 /s/ Craig Cheverko

 Name: Craig Cheverko

 Title: Vice President

 [Signature Page -
Amendment No. 7]

 HSBC Bank USA, National Association , as a Revolving Credit Lender

 By:

 /s/ Rusty Miller

 Name: Rusty Miller

 Title: Director

 [Signature Page -
Amendment No. 7]

 ING CAPITAL LLC , as a Revolving Credit Lender

 By:

 /s/ Tim van den Berg

 Name: Tim van den Berg

 Title: Director

 By:

 /s/ Will Felder

 Name: Will Felder

 Title: Director

 [Signature Page -
Amendment No. 7]

 JEFFERIES FINANCE LLC , as a Revolving Credit Lender

 By:

 /s/ J.R. Young

 Name: J.R. Young

 Title: Managing Director

 [Signature Page -
Amendment No. 7]

 Blackstone Private Credit Fund , as a

 Revolving Credit Lender

 By: Blackstone Private Credit Strategies LLC,

 as Investment Advisor

 By: Blackstone Credit BDC Advisors, LLC, as

 Sub-Investment Advisor

 By:

 /s/ Marisa Beeney

 Name: Marisa Beeney

 Title: Authorized Signatory

 [Signature Page -
Amendment No. 7]

 MIZUHO BANK, LTD. , as a Revolving Credit Lender

 By:

 /s/ Tracy Rahn

 Name: Tracy Rahn

 Title: Managing Director

 [Signature Page -
Amendment No. 7]

 ROYAL BANK OF CANADA , as a Revolving Credit Lender

 By:

 /s/ Sean Young

 Name: Sean Young

 Title: Authorized Signatory

 [Signature Page -
Amendment No. 7]

 SOCI&Eacute;T&Eacute; G&Eacute;N&Eacute;RALE , as a Revolving Credit Lender

 By:

 /s/ Pranav Chandra

 Name: Pranav Chandra

 Title: Managing Director

 [Signature Page -
Amendment No. 7]

 Sumitomo Mitsui Banking Corporation , as a Revolving Credit Lender

 By:

 /s/ Waki Iwayama

 Name: Waki Iwayama

 Title: Executive Director

 [Signature Page -
Amendment No. 7]

 Refinancing Term Lender Signature pages on file with the Administrative Agent

 [Signature Page -
Amendment No. 7]

 Exhibit A

 Converting Lender Election
 Reference is
made to the Amendment No. 7 (the “ Seventh Amendment ”) to Credit Agreement, dated as of October 21, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date
hereof, the “ Credit Agreement ”), among Medline Intermediate, LP, a Delaware limited partnership (“ Holdings ”), Medline Borrower, LP, a Delaware limited partnership (and successor by merger to Mozart Debt Merger
Sub Inc., the “ Borrower ”), the other Guarantors party thereto from time to time, the lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent (in such capacity, the
“ Administrative Agent ”), Collateral Agent, a Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement or the Seventh Amendment as
applicable.

 Signature Page to the Seventh Amendment dated as of the date first above written

 _______________________________________ , as a Consenting Lender

 By:

 Name:

 Title:

 [[For Lenders requiring a second signature block]

 By:

 Name:

 Title:]

 PROCEDURE FOR LENDERS:

 The above-named Lender elects to (Check Option A or Option B as applicable):

 ☐
 OPTION A – CONSENT TO THE SEVENTH AMENDMENT AND CONTINUATION OF 100% OF SUCH LENDER’S SIXTH
AMENDMENT 2030 REFINANCING TERM LOANS AS REFINANCING TERM LOANS (CASHLESS OPTION): Consent and agree to this Seventh Amendment and continue as a Lender under the Credit Agreement after giving effect to the Seventh Amendment with respect to the Sixth
Amendment 2030 Refinancing Term Loans allocated to such Lender by the Lead Arrangers with the remaining amount (if any) prepaid and/or terminated on the Seventh Amendment Effective Date.

 ☐
 OPTION B – CONSENT TO THE SEVENTH AMENDMENT VIA CASH SETTLEMENT WITH RESPECT TO 100% OF SUCH
LENDER’S SIXTH AMENDMENT 2030 REFINANCING TERM LOANS: Consent to the Seventh Amendment and agree to have an amount equal to 100% of its existing Sixth Amendment 2030 Refinancing Term Loans prepaid and terminated, respectively, on the Seventh
Amendment Effective Date and to acquire the new Refinancing Term Loans pursuant to the Seventh Amendment by assignment of new Refinancing Term Loans in an equal principal amount (or a lesser principal amount of new Refinancing Term Loans allocated
to such Lender by the Lead Arrangers).

 SCHEDULE I

 Refinancing Term Commitments

 Part A
 [To be held on file
with the Agent]
 Part B

 [To be held on file with the Agent]

 SCHEDULE II

 Co-Lead Arrangers

 Barclays Bank PLC
 BMO Capital Markets Corp.

 BNP Paribas Securities Corp.
 Citibank, N.A.

 Deutsche Bank Securities Inc.
 HSBC Securities (USA) Inc.

 ING Capital LLC
 Intesa Sanpaolo S.p.A., New York Branch

 Jefferies Finance LLC
 Mizuho Bank, LTD

 Morgan Stanley Senior Funding, Inc.
 MUFG Bank, Ltd.

 RBC Capital Markets LLC
 Santander Bank, N.A.

 Sumitomo Mitsui Banking Corporation
 Soci&eacute;t&eacute;
G&eacute;n&eacute;rale
 U.S. Bank National Association
 UBS
Securities LLC
 Wells Fargo Securities, LLC

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