AMONGCredit Agreement • March 8th, 2004 • Patterson Dental Co • Wholesale-medical, dental & hospital equipment & supplies • Illinois
EXHIBIT 10.11 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 28, 2000Credit Agreement • July 25th, 2000 • Patterson Dental Co • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
Exhibit 10.14 RECEIVABLES PURCHASE AGREEMENT dated as of May 10, 2002Receivables Purchase Agreement • July 25th, 2002 • Patterson Dental Co • Wholesale-medical, dental & hospital equipment & supplies • Illinois
AMONGCredit Agreement • March 11th, 2003 • Patterson Dental Co • Wholesale-medical, dental & hospital equipment & supplies • Illinois
Exhibit 10.15 RECEIVABLES SALE AGREEMENT dated as of May 10, 2002,Receivables Sale Agreement • July 25th, 2002 • Patterson Dental Co • Wholesale-medical, dental & hospital equipment & supplies • Illinois
ASSET PURCHASE AGREEMENT By and Among WEBSTER VETERINARY SUPPLY, INC.Asset Purchase Agreement • July 24th, 2001 • Patterson Dental Co • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
ARTICLE IAsset Purchase Agreement • October 15th, 1996 • Patterson Dental Co • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of December 3, 2010 among PDC FUNDING COMPANY, LLC, as Seller, PATTERSON COMPANIES, INC., as Servicer, THE CONDUITS PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, THE PURCHASER...Receivables Purchase Agreement • August 28th, 2024 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Illinois
This Third Amended and Restated Receivables Purchase Agreement, dated as of December 3, 2010, is by and among PDC Funding Company, LLC, a Minnesota limited liability company (the “Seller”), Patterson Companies, Inc., a Minnesota corporation (together with its successors and assigns “PDCo”), as initial Servicer (Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), the entities listed on Schedule A to this Agreement under the heading “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), the entities listed on Schedule A to this Agreement under the heading “Conduit” (together with any of their respective successors and assigns hereunder, the “Conduits”), the entities listed on Schedule A to this Agreement under the heading “Purchaser Agent” (together with any of their respective successors and assigns hereunder, the “Purchaser Agents”) and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubish
LOAN AGREEMENT DATED AS OF DECEMBER 20, 2019 AMONG PATTERSON COMPANIES, INC., AS THE BORROWER THE LENDERS FROM TIME TO TIME PARTIES HERETO AND MUFG BANK, LTD., AS ADMINISTRATIVE AGENT MUFG BANK, LTD., AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNERLoan Agreement • December 23rd, 2019 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This Loan Agreement, dated as of December 20, 2019 (as it may be amended, restated, supplemented or otherwise modified from time to time), is entered into by and among Patterson Companies, Inc., a Minnesota corporation, as the Borrower, the Lenders from time to time party hereto and MUFG Bank, Ltd., as Administrative Agent.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 16, 2021 AMONG PATTERSON COMPANIES, INC., AS THE BORROWER THE LENDERS FROM TIME TO TIME PARTIES HERETO, MUFG BANK, LTD., AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. AND FIFTH THIRD...Credit Agreement • February 16th, 2021 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This Second Amended and Restated Credit Agreement, dated as of February 16, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time), is entered into by and among Patterson Companies, Inc., a Minnesota corporation, as the Borrower, the Lenders from time to time party hereto and MUFG Bank, Ltd., as Administrative Agent.
March 19, 2008Confirmation Agreement • March 24th, 2008 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Confirmation evidences a complete and binding agreement between the Seller and the Purchaser as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if the Seller and the Purchaser had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law but without regard to its choice of law provisions), on the Trade Date. In the event of any inconsistency between provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement.
Exhibit 10.23 ESOP LOAN AGREEMENT THIS ESOP LOAN AGREEMENT (the "Agreement") is made and entered into as of April 1, 2002, by and among GreatBanc Trust Company, an Illinois corporation, not in its individual or corporate capacity, but solely as...Esop Loan Agreement • July 24th, 2003 • Patterson Dental Co • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
SECOND AMENDED AND RESTATED CONTRACT PURCHASE AGREEMENT dated as of July 20, 2020 among PDC FUNDING COMPANY II, LLC, as Seller, PATTERSON COMPANIES, INC., as Servicer, THE PURCHASERS PARTY HERETO, and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as AgentContract Purchase Agreement • September 1st, 2022 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Illinois
This Second Amended and Restated Contract Purchase Agreement, dated as of July 20, 2020, is by and among PDC Funding Company II, LLC, a Minnesota limited liability company (the “Seller”), Patterson Companies, Inc., a Minnesota corporation (together with its successors and assigns “PDCo”), as initial Servicer (Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), the entities listed on Schedule A to this Agreement under the heading “Purchaser” (together with any of their respective successors and assigns hereunder, the “Purchasers”) and Fifth Third Bank, National Association (“FTB”) (together with its successors and assigns hereunder, the “Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 28, 2022 AMONG PATTERSON COMPANIES, INC., AS THE BORROWER THE LENDERS FROM TIME TO TIME PARTIES HERETO, MUFG BANK, LTD., AS ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. AND FIFTH THIRD...Credit Agreement • October 31st, 2022 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Third Amended and Restated Credit Agreement, dated as of October 28, 2022 (as it may be amended, restated, supplemented or otherwise modified from time to time), is entered into by and among Patterson Companies, Inc., a Minnesota corporation, as the Borrower, the Lenders from time to time party hereto and MUFG Bank, Ltd., as Administrative Agent.
ARTICLE I DEFINITIONS AND ACCOUNTING TERMSContract Purchase Agreement • July 25th, 2002 • Patterson Dental Co • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • June 18th, 2024 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Illinois
THIS RECEIVABLES SALE AGREEMENT, dated as May 10, 2002, is by and among Patterson Dental Supply, Inc., a Minnesota corporation (“PDSI”), Patterson Veterinary Supply, Inc. (f/k/a Webster Veterinary Supply, Inc.), a Minnesota corporation (“PVSI” and, together with PDSI, the “Originators” and each, an “Originator”) and PDC Funding Company, LLC, a Minnesota limited liability company (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meaning assigned to such term in Exhibit I to the Purchase Agreement).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 27, 2017 AMONG PATTERSON COMPANIES, INC., AS THE BORROWER THE LENDERS FROM TIME TO TIME PARTIES HERETO, MUFG BANK, LTD., (formerly known as THE BANK OF TOKYO- MITSUBISHI UFJ, LTD.), AS...Credit Agreement • June 24th, 2020 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
PATTERSON COMPANIES, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 27th, 2018 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Restricted Stock Unit Agreement (the “Agreement”) is dated effective December 1, 2017 (the “Grant Date”) and is entered into by and between Patterson Companies, Inc., a Minnesota corporation (the “Company”), and Mark S. Walchirk (the “Employee”).
PATTERSON COMPANIES, INC. PATTERSON DENTAL HOLDINGS, INC. PATTERSON DENTAL SUPPLY, INC. PATTERSON VETERINARY SUPPLY, INC. PATTERSON MANAGEMENT, LP $150,000,000 3.79% Senior Notes, due March 30, 2028 NOTE PURCHASE AGREEMENT Dated as of March 29, 2018Note Purchase Agreement • March 29th, 2018 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
PATTERSON COMPANIES, INC., a Minnesota corporation (the “Company”), PATTERSON DENTAL HOLDINGS, INC., a Minnesota corporation (“Dental Holdings”), PATTERSON DENTAL SUPPLY, INC., a Minnesota corporation (“PDSI”), PATTERSON VETERINARY SUPPLY, INC., a Minnesota corporation (“Patterson Veterinary”), and PATTERSON MANAGEMENT, LP, a Minnesota limited partnership (“Patterson Management”), jointly and severally agree with you as follows:
Inducement, Severance & Change in Control AgreementInducement, Severance & Change in Control Agreement • June 21st, 2023 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This Inducement, Severance & Change in Control Agreement (“Agreement”) is entered into as of July 19, 2021, by and between Patterson Companies, Inc. (the “Company”) and Tim E. Rogan (referred to herein as “Executive”) (the Company and Executive are collectively referred to herein as “Parties,” and each a “Party”).
RECEIVABLES PURCHASE AGREEMENT dated as of July 24, 2018 among PDC FUNDING COMPANY III, LLC, as Seller, PATTERSON DENTAL SUPPLY, INC., as Servicer, THE CONDUITS PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, THE PURCHASER AGENTS PARTY HERETO...Receivables Purchase Agreement • July 25th, 2018 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Receivables Purchase Agreement, dated as of July 24, 2018, is by and among PDC Funding Company III, LLC, a Minnesota limited liability company (the “Seller”), Patterson Dental Supply, Inc., a Minnesota corporation (together with its successors and assigns “PDSI”), as initial Servicer (Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), the entities listed on Schedule A to this Agreement under the heading “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), the entities (if any) listed on Schedule A to this Agreement under the heading “Conduit” (together with any of their respective successors and assigns hereunder, the “Conduits”), the entities listed on Schedule A to this Agreement under the heading “Purchaser Agent” (together with any of their respective successors and assigns hereunder, the “Purchaser Agents”) and MUFG Bank, Ltd. (“MUFG”), as agent for the Purchasers hereunder
PATTERSON COMPANIES, INC. PATTERSON DENTAL HOLDINGS, INC. PATTERSON DENTAL SUPPLY, INC. PATTERSON VETERINARY SUPPLY, INC. PATTERSON MANAGEMENT, LP $150,000,000 3.79% Senior Notes, due March 30, 2028 NOTE PURCHASE AGREEMENT Dated as of March 29, 2018Note Purchase Agreement • June 24th, 2020 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
Restrictive Covenants, Severance and Change in Control AgreementRestrictive Covenants, Severance and Change in Control Agreement • June 12th, 2018 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Restrictive Covenants, Severance and Change in Control Agreement (“Agreement”) is entered into as of June 11, 2018, by and between Patterson Companies, Inc. (the “Company”) and Kevin M. Pohlman (referred to herein as “Executive”) (the Company and Executive are collectively referred to herein as “Parties,” and each a “Party”).
Employment AgreementEmployment Agreement • October 13th, 2022 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Employment Agreement (“Agreement”) is entered into as of October 12, 2022, by and between Patterson Companies, Inc. (the “Company”) and Donald J. Zurbay (referred to herein as “Executive”) (the Company and Executive are collectively referred to herein as “Parties,” and each a “Party”).
AGREEMENT AND PLAN OF MERGER by and among PARADIGM PARENT, LLC, PARADIGM MERGER SUB, INC., and PATTERSON COMPANIES, INC. Dated as of December 10, 2024Merger Agreement • December 11th, 2024 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 10, 2024 (this “Agreement”), is made by and among Paradigm Parent, LLC, a Delaware limited liability company (“Parent”), Paradigm Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Patterson Companies, Inc., a Minnesota corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
CREDIT AGREEMENT DATED AS OF DECEMBER 1, 2011 AMONG PATTERSON COMPANIES, INC., AS THE COMPANY THE SUBSIDIARY BORROWERS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT...Credit Agreement • December 6th, 2011 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Credit Agreement, dated as of December 1, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Patterson Companies, Inc., a Minnesota corporation, as the Company, the Subsidiary Borrowers from time to time parties hereto, the Lenders and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, and together with its branches and affiliates, the “Agent”).
RECEIVABLES PURCHASE AGREEMENT dated as of January 15, 2020 among PDC FUNDING COMPANY IV, LLC, as Seller, PATTERSON VETERINARY SUPPLY, INC., as Servicer, THE CONDUITS PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, THE PURCHASER AGENTS PARTY...Receivables Purchase Agreement • December 5th, 2024 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Receivables Purchase Agreement, dated as of January 15, 2020, is by and among PDC Funding Company IV, LLC, a Minnesota limited liability company (the “Seller”), Patterson Veterinary Supply, Inc., a Minnesota corporation (together with its successors and assigns “PVSI”), as initial Servicer (Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), the entities listed on Schedule A to this Agreement under the heading “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), the entities (if any) listed on Schedule A to this Agreement under the heading “Conduit” (together with any of their respective successors and assigns hereunder, the “Conduits”), the entities listed on Schedule A to this Agreement under the heading “Purchaser Agent” (together with any of their respective successors and assigns hereunder, the “Purchaser Agents”) and MUFG Bank, Ltd. (“MUFG”), as agent for the Purchasers her
TERM LOAN CREDIT AGREEMENT DATED AS OF MARCH 20, 2008 AMONG PATTERSON COMPANIES, INC., AS THE BORROWER THE LENDERS FROM TIME TO TIME PARTIES HERETO, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (SUCCESSOR BY MERGER TO BANK ONE, NA (MAIN OFFICE CHICAGO)),...Term Loan Credit Agreement • March 24th, 2008 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Term Loan Credit Agreement, dated as of March 20, 2008 (as it may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among Patterson Companies, Inc., a Minnesota corporation, as the Borrower, the Lenders and JPMorgan Chase Bank, National Association (successor by merger to Bank One, NA (Main Office Chicago)), as administrative agent, (in such capacity, and together with its branches and affiliates, the “Agent”).
PATTERSON COMPANIES, INC. RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS PURSUANT TO PATTERSON COMPANIES, INC. AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLANRestricted Stock Award Agreement • June 18th, 2024 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Restricted Stock Award Agreement (the “Agreement”) is dated effective [Award Date] and is entered into by and between Patterson Companies, Inc., a Minnesota corporation (the “Company”), and [Director Name] (the “Director”).
SEPARATION AgreementSeparation Agreement • June 27th, 2018 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Separation Agreement (“Agreement”) is between Patterson Companies, Inc., on behalf of itself, its affiliated and related entities, and any of their respective direct or indirect subsidiaries (collectively referred to herein as the “Company” or “Patterson”), and Ann B. Gugino (referred to herein as “Employee”) (Patterson and Employee are collectively referred to herein as “Parties”). This Agreement is effective fifteen (15) days from the date on which it is signed by all Parties hereto (“Effective Date”).
ESOP LOAN AGREEMENTEsop Loan Agreement • September 12th, 2006 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
THIS ESOP LOAN AGREEMENT (“Agreement”), is made and entered into as of this 11th day of September, 2006, by and between PATTERSON COMPANIES, INC. EMPLOYEE STOCK OWNERSHIP TRUST, a qualified tax-exempt retirement plan trust (the “Trust”), and PATTERSON COMPANIES, INC. (the “Company”).
TRANSITION AGREEMENTTransition Agreement • March 1st, 2018 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Transition Agreement (“Agreement”) is between Patterson Companies, Inc., on behalf of itself, its affiliated and related entities, and any of their respective direct or indirect subsidiaries (collectively referred to herein as the “Company” or “Patterson”), and Ann B. Gugino (referred to herein as “Executive”) (Patterson and Executive are collectively referred to herein as “Parties”). This Agreement is effective fifteen (15) days from the date on which it is signed by all Parties hereto (“Effective Date”).
ContractReceivables Purchase Agreement • March 6th, 2019 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Illinois
PATTERSON COMPANIES, INC. PATTERSON MEDICAL HOLDINGS, INC. PATTERSON MEDICAL SUPPLY, INC. PATTERSON DENTAL HOLDINGS, INC. PATTERSON DENTAL SUPPLY, INC. WEBSTER VETERINARY SUPPLY, INC. WEBSTER MANAGEMENT, LP $325,000,000 Senior Notes $60,000,000 2.95%...Note Purchase Agreement • December 12th, 2011 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
PATTERSON COMPANIES, INC., a Minnesota corporation (the “Company”), PATTERSON MEDICAL HOLDINGS, INC., a Delaware corporation (“Medical Holdings”), PATTERSON MEDICAL SUPPLY, INC., a Minnesota corporation (“Patterson Medical”), PATTERSON DENTAL HOLDINGS, INC., a Minnesota corporation (“Dental Holdings”), PATTERSON DENTAL SUPPLY, INC., a Minnesota corporation (“PDSI”), WEBSTER VETERINARY SUPPLY, INC., a Minnesota corporation (“Webster”), and WEBSTER MANAGEMENT, LP, a Minnesota limited partnership (“Webster Management”), jointly and severally agree with you as follows:
Transition AgreementTransition Agreement • June 1st, 2017 • Patterson Companies, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Transition Agreement (“Agreement”) is between Patterson Companies, Inc., on behalf of itself, its affiliated and related entities, and any of their respective direct or indirect subsidiaries (collectively referred to herein as the “Company” or “Patterson”), and Scott P. Anderson (referred to herein as “Executive”) (Patterson and Executive are collectively referred to herein as “Parties”). This Agreement is effective fifteen (15) days from the date on which it is signed by all Parties hereto (“Effective Date”).
