Medline Inc. Sample Contracts
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 21, 2021, among, initially Mozart Debt Merger Sub Inc., a Delaware corporation (“Merger Sub” and, prior to the consummation of the Acquisition, the “Borrower”), which, upon consummation of the Acquisition on the Closing Date, will be merged with and into, Medline Borrower, LP, a Delaware limited partnership, with Medline Borrower, LP surviving such merger (following the consummation of the Acquisition, the “Borrower”), Medline Intermediate, LP, a Delaware limited partnership (“Initial Holdings”), the other Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, a Swing Line Lender, an L/C Issuer, a Revolving Credit Lender and a Term Lender, each other L/C Issuer and each of the entities from time to
DIRECTOR NOMINATION AGREEMENT DATED AS OF [ ], [____] BETWEEN MEDLINE INC. AND MOZART HOLDCO, INC.Director Nomination Agreement • November 4th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Delaware
This Director Nomination Agreement is entered into as of [ ], [ ] between Medline Inc., a Delaware corporation (the “Company”), and each of the other parties from time to time party hereto.
DIRECTOR NOMINATION AGREEMENT DATED AS OF DECEMBER 16, 2025 AMONG MEDLINE INC. AND THE OTHER PARTIES HERETODirector Nomination Agreement • December 22nd, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Delaware
This Director Nomination Agreement is entered into as of December 16, 2025 among Medline Inc., a Delaware corporation (the “Company”), and each of the other parties from time to time party hereto.
SECURITY AGREEMENT dated as of October 21, 2021 among THE GRANTORS IDENTIFIED HEREIN and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral AgentSecurity Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus
SECURITY AGREEMENT dated as of October 21, 2021, among the Grantors (as defined below) and Wilmington Trust, National Association, in its capacity as Notes Collateral Agent for the Secured Parties under the Indenture (as defined below) (in such capacity, together with its successors and assigns, the “Notes Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Illinois
This EMPLOYMENT AGREEMENT (the “Agreement”), dated October 1, 2023 (the “Effective Date”) is by and between Medline Industries, LP (the “Company”) and Jim Boyle (“Executive”).
INDENTURE Dated as of March 27, 2024 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...Indenture • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
INCENTIVE UNIT SUBSCRIPTION AGREEMENT (Class B Units of the Aggregator)Incentive Unit Subscription Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Delaware
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of October 21, 2021 (this “Supplemental Indenture”), is entered into by and among Medline Borrower, LP, a Delaware limited partnership (the “Issuer”), Medline Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), Medline Intermediate, LP (“Holdings”), as a Guarantor, the other parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary” and together with Holdings, the “Guaranteeing Parties”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Notes Collateral Agent”).
SERVICE AGREEMENTService Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus
This SERVICE AGREEMENT (this “Agreement”) is dated as of October 21, 2021 and is between Mozart Holdings, LP, a Delaware limited partnership (together with its subsidiaries, the “Company”), and Mozart Holdco, Inc., a Delaware corporation (“Family Holdco”).
UNIT SUBSCRIPTION AGREEMENT (Class A Units and Class B Units of the Aggregator)Unit Subscription Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Delaware
The undersigned desires to make an election to have the Units taxed under the provision of Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code §83(b)”), at the time the undersigned acquired the Units.
TRANSITION AND RELEASE AGREEMENTTransition and Release Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus
THIS TRANSITION AND RELEASE AGREEMENT (this “Agreement”) is made as of October 14, 2024 (the “Execution Date”) by and among Jim Pigott, an individual (the “Executive”), Medline Industries, LP, an Illinois entity (the “Company” and collectively with its subsidiaries and affiliates, “Medline”), and, solely for purposes of Paragraphs 3, 6, and 10 through 15 hereof, Mozart Management Aggregator LLC, a Delaware entity (the “Aggregator”) and Mozart Holdings, LP, a Delaware entity (the “Partnership” and collectively with the Executive, the Company, and the Aggregator, the “Parties,” and each a “Party”). In consideration of the payments and benefits described herein to be provided, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged hereby by each of the Parties, the Parties agree as follows:
SUPPORT AND SERVICES AGREEMENTSupport and Services Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
This SUPPORT AND SERVICES AGREEMENT (this “Agreement”) is dated as of October 21, 2021 and is between Mozart Holdings, LP, a Delaware limited partnership (“Holdco”), Medline Industries, LP, an Illinois limited partnership and an indirect wholly owned subsidiary of Holdco (the “Company”), Blackstone Capital Partners VIII L.P., a Delaware limited partnership (together with its alternative investment vehicles, its affiliated co-investing funds and their alternative investment vehicles, “BCP”), and Blackstone Management Partners L.L.C., a Delaware limited liability company (“BMP”) affiliated with Blackstone Inc. (“Blackstone”).
SERVICE AGREEMENTService Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus
This SERVICE AGREEMENT (this “Agreement”) is dated as of October 21, 2021 and is between Mozart Holdings, LP, a Delaware limited partnership (together with its subsidiaries, the “Company”), and Hellman & Friedman LP, a Delaware limited partnership (“H&F”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 31st, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of October 21, 2021 (this “Supplemental Indenture”), is entered into by and among Medline Borrower, LP, a Delaware limited partnership (the “Issuer”), Medline Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), Medline Intermediate, LP (“Holdings”), as a Guarantor, the other parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary” and together with Holdings, the “Guaranteeing Parties”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Notes Collateral Agent”).
SECURITY AGREEMENT dated as of October 21, 2021 among THE GRANTORS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Collateral AgentSecurity Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus
SECURITY AGREEMENT dated as of October 21, 2021, among the Grantors (as defined below) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”).
MEDLINE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement is dated as of , 20 (this “Agreement”) and is between Medline Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 31st, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Delaware
This Consulting Services Agreement (this Agreement), dated as of October 21, 2021, is being entered into by and between Mozart Holdings, LP, a Delaware limited partnership (the “Company”), and Carlyle Investment Management L.L.C., a Delaware limited liability company (the “Consultant”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of June 24, 2024 (this “First Supplemental Indenture”), is entered into by and 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 listed on the signature pages hereto (the “Subsidiary Guarantors”), and Wilmington Trust, National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”).
ContractSecurity Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus
SUPPLEMENT NO. 1 dated as of July 19, 2024 (the “Supplement”), to the Security Agreement (the “Security Agreement”), dated as of October 21, 2021, among the Grantors identified therein and BANK OF AMERICA, N.A., as Collateral Agent.
SUPPLEMENT NO. 2 TO THE SECURITY AGREEMENTSupplement to Security Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus
SUPPLEMENT NO. 1 dated as of December 20, 2024 (the “Supplement”), to the Security Agreement (the “Security Agreement”), dated as of October 21, 2021, among the Grantors identified therein and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Notes Collateral Agent (the “Notes Collateral Agent”).
SUPPLEMENT NO. 1 TO THE SECURITY AGREEMENTSupplement to Security Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus
SUPPLEMENT NO. 1 dated as of July 19, 2024 (the “Supplement”), to the Security Agreement (the “Security Agreement”), dated as of March 27, 2024, among the Grantors identified therein and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Notes Collateral Agent (the “Notes Collateral Agent”).
SUPPLEMENT NO. 2 TO THE SECURITY AGREEMENTSecurity Agreement • January 31st, 2025 • Medline Inc. • Surgical & medical instruments & apparatus
SUPPLEMENT NO. 1 dated as of December 20, 2024 (the “Supplement”), to the Security Agreement (the “Security Agreement”), dated as of October 21, 2021, among the Grantors identified therein and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Notes Collateral Agent (the “Notes Collateral Agent”).
Medline Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Credit Agreement • January 31st, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 4, dated as of November 19, 2024 (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, 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 assi
SUPPLEMENTAL INDENTURESupplemental Indenture • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of December 20, 2024, among each of the subsidiaries of Medline Borrower, LP, a Delaware limited partnership (the “Issuer”), listed on the signature pages hereto (collectively, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
INFORMATION AND ACCESS AGREEMENT DATED AS OF [ ], [ ] BETWEEN MEDLINE INC. AND HUX INVESTMENT PTE. LTDInformation and Access Agreement • November 4th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Delaware
This Information and Access Agreement is entered into as of [ ], [ ] between Medline Inc., a Delaware corporation (the “Company”), and each of the other parties from time to time party hereto.
EXCHANGE AGREEMENTExchange Agreement • November 4th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], [___], among Medline Inc., a Delaware corporation, Medline Holdings, LP, a Delaware limited partnership, and the holders, other than the Corporation (as defined herein), of Common Units (as defined herein) from time to time party hereto.
TAX RECEIVABLE AGREEMENT between MEDLINE INC. and THE PERSONS NAMED HEREIN Dated as of [ ], [ ]Tax Receivable Agreement • November 4th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], [ ], and is between Medline Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).
REGISTRATION RIGHTS AGREEMENT by and among MEDLINE INC. and THE OTHER PARTIES HERETO Dated as of [ ], [ ]Registration Rights Agreement • November 4th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [ ], [___], and is by and among Medline Inc., a Delaware corporation (the “Company”), the Mills Family Investor (as defined below), the Blackstone Investor (as defined below), the Carlyle Investor (as defined below), the H&F Investor (as defined below), the Hux Investor (as defined below), the Platinum Falcon Investor (as defined below) and each other Person who at any time, acquires Common Stock (as defined below) of the Company and, in accordance with the terms of this Agreement, executes a Joinder Agreement (as defined below).
EXCHANGE AGREEMENTExchange Agreement • December 22nd, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of December 16, 2025, among Medline Inc., a Delaware corporation, Medline Holdings, LP, a Delaware limited partnership, and the holders, other than the Corporation (as defined herein), of Common Units (as defined herein) from time to time party hereto.
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...Indenture • June 2nd, 2026 • Medline Inc. • Surgical & medical instruments & apparatus • New York
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.
SUPPLEMENT NO. 1 TO THE SECURITY AGREEMENTSecurity Agreement • January 31st, 2025 • Medline Inc. • Surgical & medical instruments & apparatus
SUPPLEMENT NO. 1 dated as of July 19, 2024 (the “Supplement”), to the Security Agreement (the “Security Agreement”), dated as of October 21, 2021, among the Grantors identified therein and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Notes Collateral Agent (the “Notes Collateral Agent”).
MEDLINE HOLDINGS, LP A Delaware Limited Partnership SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT Dated as of December 16, 2025Limited Partnership Agreement • December 22nd, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Medline Holdings, LP (the “Partnership”), dated and effective as of December 16, 2025 (the “Effective Date”), is adopted by, and executed and agreed to, for good and valuable consideration, by and among Medline Inc., a Delaware corporation, as General Partner (as defined below), the Family Limited Partner (as defined below), the Blackstone Limited Partner (as defined below), the Carlyle Limited Partner (as defined below), the H&F Limited Partner (as defined below), and the Management Aggregator (as defined below), and each other Person who becomes a Partner in accordance with the terms of this Agreement.
Medline Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.Credit Agreement • January 31st, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 2, dated as of March 27, 2024 (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 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.
ContractCredit Agreement • October 28th, 2025 • Medline Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 4, dated as of November 19, 2024 (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, 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 assi
Medline Inc. Class A Common Stock, Par Value $0.0001 Underwriting AgreementUnderwriting Agreement • March 3rd, 2026 • Medline Inc. • Surgical & medical instruments & apparatus
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Medline Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [____] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [____] additional shares (the “Optional Shares”) of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).