8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2012

Lincare Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-19946	51-0331330
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

19387 U.S. 19 North, Clearwater, FL 33764

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 727-530-7700

(Former name or address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introduction

As previously disclosed, Lincare Holdings Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of July 1, 2012 (the “Merger Agreement”), with Linde AG, a stock company organized under the laws of Germany (“Parent”), and Linde US Inc., a Delaware corporation (“Purchaser” and, together with Parent, the “Offerors”) and a wholly owned indirect subsidiary of Parent. In accordance with the terms of the Merger Agreement, the Offerors commenced a tender offer to purchase all outstanding shares of the Company’s common stock, par value $0.01 per share (each, a “Share”), at a purchase price of $41.50 per Share (the “Offer Price”), subject to any required withholding of taxes, net to the seller in cash and without any interest thereon, on the terms and subject to the conditions provided for in the Offer to Purchase, dated July 11, 2012 (as amended and supplemented, the “Offer to Purchase”) and the related Letter of Transmittal (as amended and supplemented, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

On August 8, 2012, Parent announced the completion of the Offer. The Offer expired at 12:00 midnight, New York City time, on Tuesday, August 7, 2012 (which was the end of the day on August 7, 2012), as scheduled and was not extended. According to the Depositary for the Offer, a total of 77,797,198 Shares were validly tendered and not withdrawn pursuant to the Offer, representing approximately 88.85% of the Shares outstanding. All Shares that were validly tendered and not withdrawn pursuant to the Offer were accepted for payment. On August 8, 2012, Parent and the Company issued a joint press release announcing the completion of the Offer. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

On August 13, 2012, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). In order to accomplish the Merger as a “short-form” merger, Purchaser exercised its “top-up” option pursuant to the Merger Agreement, which permitted Purchaser to purchase additional Shares directly from the Company at a price per Share equal to the Offer Price. At the effective time of the Merger (the “Effective Time”), each outstanding Share, other than (i) Shares owned by Parent or Purchaser or Shares owned by the Company as treasury stock, which were cancelled and ceased to exist, (ii) Shares owned by a subsidiary of the Company or a subsidiary of Parent (other than Purchaser), which were converted into and became shares of common stock of the surviving corporation, and (iii) Shares owned by the Company’s stockholders who properly demand appraisal of their Shares pursuant to the Delaware General Corporation Law (the “DGCL”), was cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest and subject to any required withholding of taxes (the “Merger Consideration”). On August 13, 2012, Parent and the Company issued a joint press release announcing the consummation of the Merger. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated by reference herein.

Item 1.01. Entry into a Material Definitive Agreement.

The Company and U.S. Bank National Association, as trustee (“U.S. Bank”), are parties to (i) an Indenture, dated as of October 31, 2007 (the “Series A Indenture”), governing the Company’s 2.75% Convertible Senior Debentures due 2037—Series A (the “Series A Notes”) and (ii) an Indenture, dated as of October 31, 2007 (the “Series B Indenture” and, together with the Series A Indenture, the “Indentures”), governing the Company’s 2.75% Convertible Senior Debentures due 2037—Series B (the “Series B Notes” and, together with the Series A Notes, the “Notes”). On August 13, 2012, in connection with the consummation of the Merger, the Company and U.S. Bank entered into supplemental indentures (the “Supplemental Indentures”) to amend the Indentures to adjust the Company’s Conversion Obligation (as defined in the Indentures) with respect to the Notes. As set forth in the respective Supplemental Indentures, subject to and upon compliance with the provisions of the applicable Indenture, the holder of a Note may convert such Note into the right to receive the Merger Consideration for each Share into which the holder is entitled to convert such Note and, upon conversion by a holder of its Notes, the Company will pay to such holder cash in an amount equal to the amount such holder would have received as Merger Consideration had such holder converted its Notes at the applicable conversion rate in effect immediately prior to the Merger, in accordance with the terms and conditions of the applicable Indenture and Notes. The foregoing description of the Supplemental Indentures is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On August 8, 2012, in connection with the completion of the Offer, the obligations under the Credit Agreement, dated as of September 15, 2011, as amended by the First Amendment to Credit Agreement and Joinder, dated as of June 29, 2012, among the Company, certain subsidiaries of the Company from time to time party thereto as guarantors, the several lenders from time to time party thereto and Wells Fargo Bank, National Association, as agent for the lenders (the “Credit Agreement”), were paid in full and the Credit Agreement was terminated.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the Introduction hereof is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of the Merger, the Company requested that the Shares be suspended from trading on The NASDAQ Global Select Market (the “NASDAQ”) as of the close of market on August 13, 2012. The Company also requested that the NASDAQ file with the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist and deregister the Shares. As a result of the filing of the Form 25, the Shares will be delisted from the NASDAQ.

Item 3.02. Unregistered Sales of Equity Securities.

In order to complete the Merger, on August 13, 2012, pursuant to Section 1.6 of the Merger Agreement, Purchaser exercised its top-up option (the “Top-Up Option”) to purchase additional Shares, and the Company issued 10,078,884 Shares (the “Top-Up Shares”) to Purchaser, at a price of $41.50 per Share. Purchaser paid for the Top-Up Shares by delivery of cash equal to the aggregate par value of the Top-Up Shares and a promissory note having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash. The Top-Up Shares, when added to the number of Shares owned by Purchaser at the time of exercise of the Top-Up Option, represented at least 90% of the Shares outstanding immediately after the issuance of the Top-Up Shares, which ensured that Purchaser and the Company could effect the Merger under Section 253 of the DGCL. The Top-Up Shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act, as a transaction by an issuer not involving a public offering.

Item 3.03. Material Modification to Rights of Security Holders.

The disclosure regarding the Merger set forth in the Introduction hereof is incorporated herein by reference.

The disclosure set forth in Item 1.01 hereof is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the completion of the Offer, a change of control of the Company occurred. Upon the consummation of the Merger, the Company became a wholly owned indirect subsidiary of Parent. The disclosure set forth in the Introduction, Item 3.01 and Item 5.02 hereof is incorporated herein by reference. Approximately $4.7 billion was required to purchase all the issued and outstanding Shares validly tendered and not withdrawn pursuant to the Offer, acquire all the remaining issued and outstanding Shares pursuant to the Merger, cash out certain equity awards granted by the Company, refinance certain indebtedness of the Company and pay related transaction fees and expenses. Such funds were a combination of borrowings under a facilities agreement entered into substantially concurrently with the execution of the Merger Agreement, proceeds from the issuance of new shares in an increase of Parent’s share capital and internally available cash of Parent.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In connection with the Merger and as contemplated by the Merger Agreement, each of John P. Byrnes, Stuart H. Altman, Ph.D., Frank D Byrne, M.D. and William F. Miller, III resigned from the Board of Directors of the Company (the “Board”) and from all committees of the Board on which such directors served, effective as of the time that Purchaser first accepted for payment Shares that were validly tendered and not withdrawn pursuant to the

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Offer (the “Acceptance Time”). Each such director resigned pursuant to the requirements of Section 1.3(a) of the Merger Agreement and not because of any disagreement with the Company. Each of Chester B. Black, Angela Bryant and Ellen Zane resigned from the Board and from all committees of the Board on which such directors served, effective as of the Effective Time. Each such director resigned in accordance with Section 2.6(a) of the Merger Agreement and not because of any disagreement with the Company.

Effective as of the Acceptance Time, the Board appointed the following individuals as members of the Board: Jens Luehring, Patrick F. Murphy, Bjoern Schneider and Mark D. Weller. Such persons were designated for appointment as directors of the Company by Purchaser pursuant to the Merger Agreement. Information about the directors designated for appointment by Purchaser was previously disclosed in the Information Statement comprising Annex A to the Company’s Solicitation/Recommendation on Schedule 14D-9 originally filed by the Company with the Securities and Exchange Commission on July 11, 2012, as subsequently amended, and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, on August 13, 2012, the directors of Purchaser immediately prior to the Effective Time (Jens Luehring and Patrick F. Murphy) became the directors of the Company following the Merger.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
4.1	First Supplemental Indenture, dated as of August 13, 2012, to the Indenture, dated as of October 31, 2007, between Lincare Holdings Inc. and U.S. Bank National Association, as trustee, relating to 2.75% Convertible Senior Debentures due 2037—Series A.
4.2	First Supplemental Indenture, dated as of August 13, 2012, to the Indenture, dated as of October 31, 2007, between Lincare Holdings Inc. and U.S. Bank National Association, as trustee, relating to 2.75% Convertible Senior Debentures due 2037—Series B.
99.1	Joint Press Release issued by Lincare Holdings Inc. and Linde AG on August 8, 2012.
99.2	Joint Press Release issued by Lincare Holdings Inc. and Linde AG on August 13, 2012.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lincare Holdings Inc.
By:	/s/ Paul G. Gabos
	Paul G. Gabos   Chief Financial Officer, Treasurer and Secretary

August 13, 2012

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EXHIBIT INDEX

Exhibit Number	Description
4.1	First Supplemental Indenture, dated as of August 13, 2012, to the Indenture, dated as of October 31, 2007, between Lincare Holdings Inc. and U.S. Bank National Association, as trustee, relating to 2.75% Convertible Senior Debentures due 2037—Series A.
4.2	First Supplemental Indenture, dated as of August 13, 2012, to the Indenture, dated as of October 31, 2007, between Lincare Holdings Inc. and U.S. Bank National Association, as trustee, relating to 2.75% Convertible Senior Debentures due 2037—Series B.
99.1	Joint Press Release issued by Lincare Holdings Inc. and Linde AG on August 8, 2012.
99.2	Joint Press Release issued by Lincare Holdings Inc. and Linde AG on August 13, 2012.

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EX-4.1

EXHIBIT 4.1

LINCARE HOLDINGS INC.

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

First Supplemental Indenture

Dated as of August 13, 2012

to the

Indenture

Dated as of October 31, 2007

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of August 13, 2012, is entered into by and among Lincare Holdings Inc., a corporation duly organized under the laws of the State of Delaware (the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

RECITALS:

WHEREAS, the Company and the Trustee have heretofore entered into that certain Indenture, dated as of October 31, 2007 (the “Indenture”), to provide for the issuance of the Company’s 2.75% Convertible Senior Debentures due 2037—Series A (the “Securities”);

WHEREAS, the Company, Linde AG, a stock corporation organized under the Laws of Germany (“Linde”), and Linde US Inc., a Delaware corporation (“Merger Sub”) and an indirect wholly-owned subsidiary of Linde, entered into an Agreement and Plan of Merger, dated as of July 1, 2012 (the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, on the date hereof, Merger Sub merged with and into the Company and the Company became an indirect wholly-owned subsidiary of Linde (the “Merger”);

WHEREAS, Sections 6.01 and 6.02 of the Indenture permit the Company to merge with and into another person so long as certain conditions have been met;

WHEREAS, as a result of the Merger, the Company will be an indirect subsidiary of Linde and, at the effective time of the Merger, subject to certain exceptions set forth in the Merger Agreement, each issued and outstanding share of the Company’s common stock, par value $0.01 (the “Common Stock”), was cancelled and converted into the right to receive $41.50 per share of Common Stock in cash subject to any required withholding of taxes and without any interest thereon (the “Merger Consideration”);

WHEREAS, Section 4.10 of the Indenture provides, among other things, that in the case of any merger involving the Company as a result of which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock, the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture providing that from and after the effective date of the merger, the settlement of the Conversion Obligation shall be based on, and each Remaining Share, if any, deliverable in respect of any such settlement shall consist of, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) which holders of Common Stock are entitled to receive in respect of each share of Common Stock upon such merger; and

WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this First Supplemental Indenture and to make this First Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

DEFINITIONS

Section 1.01.        Definitions.

Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.

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ARTICLE II

AMENDMENTS

Section 2.01.        Conversion of Securities into Merger Consideration.

As of the date hereof, and subject to and upon compliance with the provisions of the Indenture, the Holder of a Security may convert such Security into the right to receive the Merger Consideration for each share of Common Stock into which the Holder is entitled to convert such Security and upon conversion of the Securities by a Holder, the Company will pay to such Holder cash in an amount equal to the amount such Holder would have received as Merger Consideration had such Holder converted its Securities at the Conversion Rate in effect immediately prior to the Merger, in accordance with the terms and conditions of the Indenture and the Securities. For the avoidance of doubt, on and after September 20, 2012, the settlement of the Conversion Obligation shall not take into account any adjustment to the Daily Conversion Rate pursuant to Section 4.01(j) of the Indenture resulting from the occurrence of a Fundamental Change on August 8, 2012.

Section 2.02.        Settlement Upon Conversion.

Upon conversion of any Security, subject to and upon compliance with the provisions of the Indenture, as supplemented hereby, the Company shall satisfy its obligation upon conversion by payment and delivery of cash in an amount equal to the aggregate Conversion Obligation of the Securities so converted.

Section 2.03.        Effectiveness.

This First Supplemental Indenture will become effective and operative and binding upon each of the Company, the Trustee and the holders of the Securities as of the day and year first above written.

ARTICLE III

MISCELLANEOUS

Section 3.01.        Reference to and Effect on the Indenture.

On and after the date of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented by this First Supplemental Indenture unless the context otherwise requires. The Indenture, as supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.

Section 3.02.        Governing Law.

This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 3.03.        Trust Indenture Act Controls.

No modification of any provisions of the Indenture effected by this First Supplemental Indenture is intended to eliminate or limit any provision of the Indenture that is required to be included therein by the Trust Indenture Act of 1939, as amended, as in force as of the effectiveness of this First Supplemental Indenture.

Section 3.04.         Trustee Disclaimer; Trust.

The recitals contained in this First Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. The Trustee accepts the trust created by the Indenture, as supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby.

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Section 3.05.        Counterparts.

This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall constitute but one and the same instrument.

Section 3.06.        Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.07.        Severability.

In case any provision of this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first written above.

	LINCARE HOLDINGS INC.
By:	/s/ Paul G. Gabos
Name:	Paul G. Gabos
Title:	Chief Financial Officer

Signature Page to First Supplemental Indenture

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Wally Jones
Name:	Wally Jones
Title:	Vice President

Signature Page to First Supplemental Indenture

EX-4.2

EXHIBIT 4.2

LINCARE HOLDINGS INC.

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

First Supplemental Indenture

Dated as of August 13, 2012

to the

Indenture

Dated as of October 31, 2007

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of August 13, 2012, is entered into by and among Lincare Holdings Inc., a corporation duly organized under the laws of the State of Delaware (the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

RECITALS:

WHEREAS, the Company and the Trustee have heretofore entered into that certain Indenture, dated as of October 31, 2007 (the “Indenture”), to provide for the issuance of the Company’s 2.75% Convertible Senior Debentures due 2037—Series B (the “Securities”);

WHEREAS, the Company, Linde AG, a stock corporation organized under the Laws of Germany (“Linde”), and Linde US Inc., a Delaware corporation (“Merger Sub”) and an indirect wholly-owned subsidiary of Linde, entered into an Agreement and Plan of Merger, dated as of July 1, 2012 (the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, on the date hereof, Merger Sub merged with and into the Company and the Company became an indirect wholly-owned subsidiary of Linde (the “Merger”);

WHEREAS, Sections 6.01 and 6.02 of the Indenture permit the Company to merge with and into another person so long as certain conditions have been met;

WHEREAS, as a result of the Merger, the Company will be an indirect subsidiary of Linde and, at the effective time of the Merger, subject to certain exceptions set forth in the Merger Agreement, each issued and outstanding share of the Company’s common stock, par value $0.01 (the “Common Stock”), was cancelled and converted into the right to receive $41.50 per share of Common Stock in cash subject to any required withholding of taxes and without any interest thereon (the “Merger Consideration”);

WHEREAS, Section 4.10 of the Indenture provides, among other things, that in the case of any merger involving the Company as a result of which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Stock, the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture providing that from and after the effective date of the merger, the settlement of the Conversion Obligation shall be based on, and each Remaining Share, if any, deliverable in respect of any such settlement shall consist of, the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) which holders of Common Stock are entitled to receive in respect of each share of Common Stock upon such merger; and

WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this First Supplemental Indenture and to make this First Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

DEFINITIONS

Section 1.01.        Definitions.

Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.

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ARTICLE II

AMENDMENTS

Section 2.01.        Conversion of Securities into Merger Consideration.

As of the date hereof, and subject to and upon compliance with the provisions of the Indenture, the Holder of a Security may convert such Security into the right to receive the Merger Consideration for each share of Common Stock into which the Holder is entitled to convert such Security and upon conversion of the Securities by a Holder, the Company will pay to such Holder cash in an amount equal to the amount such Holder would have received as Merger Consideration had such Holder converted its Securities at the Conversion Rate in effect immediately prior to the Merger, in accordance with the terms and conditions of the Indenture and the Securities. For the avoidance of doubt, on and after September 20, 2012, the settlement of the Conversion Obligation shall not take into account any adjustment to the Daily Conversion Rate pursuant to Section 4.01(j) of the Indenture resulting from the occurrence of a Fundamental Change on August 8, 2012.

Section 2.02.        Settlement Upon Conversion.

Upon conversion of any Security, subject to and upon compliance with the provisions of the Indenture, as supplemented hereby, the Company shall satisfy its obligation upon conversion by payment and delivery of cash in an amount equal to the aggregate Conversion Obligation of the Securities so converted.

Section 2.03.        Effectiveness.

This First Supplemental Indenture will become effective and operative and binding upon each of the Company, the Trustee and the holders of the Securities as of the day and year first above written.

ARTICLE III

MISCELLANEOUS

Section 3.01.        Reference to and Effect on the Indenture.

On and after the date of this First Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Indenture as supplemented by this First Supplemental Indenture unless the context otherwise requires. The Indenture, as supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.

Section 3.02.        Governing Law.

This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 3.03.        Trust Indenture Act Controls.

No modification of any provisions of the Indenture effected by this First Supplemental Indenture is intended to eliminate or limit any provision of the Indenture that is required to be included therein by the Trust Indenture Act of 1939, as amended, as in force as of the effectiveness of this First Supplemental Indenture.

Section 3.04.        Trustee Disclaimer; Trust.

The recitals contained in this First Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. The Trustee accepts the trust created by the Indenture, as supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby.

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Section 3.05.        Counterparts.

This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall constitute but one and the same instrument.

Section 3.06.        Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.07.        Severability.

In case any provision of this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first written above.

	LINCARE HOLDINGS INC.
By:	/s/ Paul G. Gabos
Name:	Paul G. Gabos
Title:	Chief Financial Officer

Signature Page to First Supplemental Indenture

	U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Wally Jones
Name:	Wally Jones
Title:	Vice President

Signature Page to First Supplemental Indenture

EX-99.1

Exhibit 99.1

Joint Press Release

Linde completes tender offer for Lincare

CLEARWATER, Fla., Aug. 8, 2012 (GLOBE NEWSWIRE)—The Linde Group announced today that its previously announced tender offer to purchase all the issued and outstanding shares of common stock of Lincare Holdings Inc. (NASDAQ: LNCR) at USD 41.50 per share in cash expired, as scheduled, and was not extended.

The depositary for the tender offer has advised Linde that, as of 12:00 midnight, New York City time, on Tuesday, 7 August 2012 when the tender offer expired, a total of 73,441,467 shares of Lincare common stock were validly tendered and not withdrawn, representing approximately 83.87% of the shares of Lincare common stock then outstanding. The depositary for the tender offer has also advised Linde that it has received commitments to tender 9,393,638 additional shares of Lincare common stock under guaranteed delivery procedures, representing approximately 10.73% of the shares of Lincare common stock then outstanding. Linde has accepted for payment the shares validly tendered and not withdrawn in the tender offer.

Linde intends to complete the acquisition of Lincare through a short-form merger without a vote or meeting of Lincare’s shareholders. Each of the remaining shares of Lincare common stock will be converted into the right to receive the same $41.50 per share in cash that was paid in the tender offer. Upon completion of the merger, Lincare will become a wholly owned indirect subsidiary of Linde. Lincare’s common stock will no longer be listed on the Nasdaq Global Select Market.

The Linde Group is a world-leading gases and engineering company with around 51,000 employees in more than 100 countries worldwide. In the 2011 financial year, it generated revenue of EUR 13.787 bn. The strategy of The Linde Group is geared towards long-term profitable growth and focuses on the expansion of its international business with forward-looking products and services. Linde acts responsibly towards its shareholders, business partners, employees, society and the environment—in every one of its business areas, regions and locations across the globe. The Group is committed to technologies and products that unite the goals of customer value and sustainable development.

For more information, see The Linde Group online at http://www.linde.com and Lincare at http://www.lincare.com

For further Information:

Linde Group Media Uwe Wolfinger Phone: +49.89.35757-1320	Lincare Investor Relations Paul G. Gabos Phone: +1 (727) 530-7700
Matthias Dachwald Phone: +49.89.35757-1333
Investor Relations Dr. Dominik Heger Phone: +49.89.35757-1334
Lisa Tilmann Phone: +49.89.35757-1328

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Disclaimer

This release contains forward-looking statements about Linde and Lincare and their respective subsidiaries and businesses. These include, without limitation, those concerning the strategy of an integrated group, future growth potential of markets and products, profitability in specific areas, the future product portfolio, development of and competition in economies and markets of the group.

These forward looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside of Linde’s and Lincare’s control, are difficult to predict and may cause actual results to differ significantly from any future results expressed or implied in the forward-looking statements in this release.

While Linde and Lincare respectively believe that the assumptions made and the expectations reflected in this release are reasonable, no assurance can be given that such assumptions or expectations will prove to have been correct and no guarantee of whatsoever nature is assumed in this respect. The uncertainties include, inter alia, the risk of a change in general economic conditions and government and regulatory actions. These known, unknown and uncertain factors are not exhaustive, and other factors, whether known, unknown or unpredictable, could cause the group’s actual results or ratings to differ materially from those assumed hereinafter. Linde and Lincare undertake no obligation to update or revise the forward-looking statements in this release whether as a result of new information, future events or otherwise.

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EX-99.2

Exhibit 99.2

Joint Press Release

Linde completes acquisition of Lincare

CLEARWATER, Fla., Aug. 13, 2012 (GLOBE NEWSWIRE)—The Linde Group announced today that it has successfully completed its previously announced acquisition of Lincare Holdings Inc. (NASDAQ: LNCR). As a result of the transaction, Lincare has become a wholly owned indirect subsidiary of Linde.

As previously announced, on August 8, 2012, Linde completed a tender offer in which it purchased approximately 88.85% of the shares of Lincare common stock then outstanding at $41.50 per share in cash.

Today, Linde acquired all the remaining issued and outstanding shares of Lincare common stock by means of a short-form merger in which all such shares were converted into the right to receive the same $41.50 per share in cash that was paid in the tender offer. In order to accomplish the short-form merger, Linde exercised its “top-up” option to purchase additional shares of Lincare common stock directly from the Company. Lincare’s common stock will no longer be listed on the Nasdaq Global Select Market.

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Lincare.

The Linde Group is a world-leading gases and engineering company with around 51,000 employees in more than 100 countries worldwide. In the 2011 financial year, it generated revenue of EUR 13.787 bn. The strategy of The Linde Group is geared towards long-term profitable growth and focuses on the expansion of its international business with forward-looking products and services. Linde acts responsibly towards its shareholders, business partners, employees, society and the environment—in every one of its business areas, regions and locations across the globe. The Group is committed to technologies and products that unite the goals of customer value and sustainable development.

For more information, see The Linde Group online at http://www.linde.com and Lincare at http://www.lincare.com

For further Information:

Linde Group Media Uwe Wolfinger Phone: +49.89.35757-1320	Lincare Investor Relations Paul G. Gabos Phone: +1 (727) 530-7700
Matthias Dachwald Phone: +49.89.35757-1333
Investor Relations Dr. Dominik Heger Phone: +49.89.35757-1334
Lisa Tilmann Phone: +49.89.35757-1328

Disclaimer

This release contains forward-looking statements about Linde and Lincare and their respective subsidiaries and businesses. These include, without limitation, those concerning the strategy of an integrated group, future growth potential of markets and products, profitability in specific areas, the future product portfolio, development of and competition in economies and markets of the group.

These forward looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside of Linde’s and Lincare’s control, are difficult to predict and may cause actual results to differ significantly from any future results expressed or implied in the forward-looking statements in this release.

While Linde and Lincare respectively believe that the assumptions made and the expectations reflected in this release are reasonable, no assurance can be given that such assumptions or expectations will prove to have been correct and no guarantee of whatsoever nature is assumed in this respect. The uncertainties include, inter alia, the risk of a change in general economic conditions and government and regulatory actions. These known, unknown and uncertain factors are not exhaustive, and other factors, whether known, unknown or unpredictable, could cause the group’s actual results or ratings to differ materially from those assumed hereinafter. Linde and Lincare undertake no obligation to update or revise the forward-looking statements in this release whether as a result of new information, future events or otherwise.

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