CREDIT AGREEMENT among BUTLER ANIMAL HEALTH SUPPLY, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Dated as of December 31, 2009Credit Agreement • May 3rd, 2011 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
SCHEDULES: 1.1 Commitments 5.1(b)(i) Exceptions to NLS Financials 5.1(b)(ii)-1 Exceptions to Core Vet Financials 5.1(b)(ii)-2 Schein Allocation Methodologies 5.1(b)(ii)-3 Global SG&A Costs 5.4 Consents, Authorizations, Filings and Notices 5.15 Subsidiaries 5.19(a) UCC Filing Jurisdictions 5.21 Deposit Accounts 6.1(c) Governmental and Third Party Approvals 8.2(d) Existing Indebtedness 8.3(f) Existing Liens 8.6 Calculation of Permitted Tax Distributions 8.8(i) Existing Investments 8.9(h) Transactions with Affiliates 8.16 Material Contracts EXHIBITS: A Form of Assignment and Assumption B Form of Compliance Certificate C Form of Exemption Certificate D-1 Form of Term Note D-2 Form of Revolving Note D-3 Form Swingline Note E Form of Closing Certificate
Portions of this agreement have been omitted and separately filed with the SEC with a request for confidential treatment. The location of those omissions have been noted by [**].Credit Agreement • May 3rd, 2011 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
FIRST AMENDMENT, dated as of December 21, 2010 (this “First Amendment”), to the CREDIT AGREEMENT, dated as of December 31, 2009 (the “Credit Agreement”), among (a) BUTLER ANIMAL HEALTH SUPPLY, LLC, a Delaware limited liability company (the “Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”) and (c) JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Portions of this agreement have been omitted and separately filed with the SEC with a request for confidential treatment. The location of those omissions have been noted by [**].Credit Agreement • May 3rd, 2011 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
AMENDMENTCredit Agreement • May 3rd, 2011 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
AMENDMENT, dated as of November 29, 2009 (this “Amendment”), to the Credit Agreement dated as of September 5, 2008 (the “Credit Agreement”) among Henry Schein, Inc., as borrower (the “Borrower”), the several lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and HSBC Bank USA, N.A., The Bank of New York Mellon, and UniCredit Markets and Investment Banking, acting through Bayerische Hypo- und Vereinsbank AG, New York Branch, as co-syndication agents.
HENRY SCHEIN, INC. Private Shelf Facility PRIVATE SHELF AGREEMENT Dated August 9, 2010Private Shelf Agreement • May 3rd, 2011 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
The Company may, from time to time, authorize the issue of its senior promissory notes (the “Shelf Notes”, such term to include any such notes issued in substitution thereof pursuant to Section 14) in an aggregate principal amount not to exceed $250,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 15 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 12 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Note delivered pursuant to Section 2.5, to be substantially in the form of Exhibit 1 attached hereto. The terms “Note” and “Notes” as used herein shall include each Shelf Note delivered pursua
NEW YORK LIFE INSURANCE COMPANY $150,000,000 Master Note Facility Dated August 9, 2010Master Note Facility • May 3rd, 2011 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
Henry Schein, Inc. a Delaware corporation (the “Company”), agrees with New York Life Investment Management LLC, a Delaware limited liability company (“New York Life”) and each New York Life Affiliate (as defined herein) which becomes bound by this Agreement as provided herein (each, a “Purchaser” and, collectively, the “Purchasers”) as follows. Certain capitalized and other terms used in this Agreement are defined in Schedule A; references to a “Schedule” or an “Exhibit” are to a Schedule or an Exhibit attached to this Agreement unless otherwise specified, and references to any time of day are to New York City local time unless otherwise specified.
