HENRY SCHEIN, INC. Master Note Facility MASTER NOTE PURCHASE AGREEMENT Dated April 27, 2012Master Note Purchase Agreement • April 30th, 2012 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
TO METROPOLITAN LIFE INSURANCE COMPANY (“MLIC”) AND METLIFE INVESTMENT ADVISORS COMPANY, LLC (“MLIAC,” and together with MLIC, “MetLife”)
Re: Private Shelf Agreement dated August 9, 2010 (Henry Schein, Inc.)Private Shelf Agreement • April 30th, 2012 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
Reference is made to that certain Private Shelf Agreement, dated as of August 9, 2010, by and among Henry Schein, Inc., a Delaware corporation (the “Company”), Prudential Investment Management, Inc. (“Prudential”), each other Prudential Affiliate (as defined therein) which has become, and which may become, bound thereto (as amended and as further amended, modified or supplemented from time to time, the “Shelf Agreement”), pursuant to which the Company authorized the issue of up to $250,000,000 of its senior promissory notes (the “Shelf Notes”). As of the date hereof, Shelf Notes in the aggregate principal amount of $100,000,000 have been issued. The holders of such outstanding Shelf Notes are hereinafter referred to as the “Noteholders”. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Shelf Agreement.
SECOND AMENDMENT TO MASTER NOTE FACILITYMaster Note Facility • April 30th, 2012 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
WHEREAS, reference is made to that certain $150,000,000 Master Note Facility, dated as of August 9, 2010, by and among the Company and New York Life (as previously amended by the First Amendment to Master Note Facility dated as of February 14, 2012, and as otherwise amended, restated, modified, or supplemented from time to time, the “Note Facility”);
