FIRST AMENDMENTCredit Agreement • September 26th, 2014 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
CREDIT AGREEMENT, dated as of September 12, 2012, among (i) Henry Schein, Inc., a Delaware corporation (the “Borrower”), (ii) the several Lenders party hereto (the “Lenders”), (iii) JPMorgan Chase Bank, N.A., as administrative agent, (iv) HSBC Bank USA, National Association, as syndication agent (in such capacity, the “Syndication Agent”) and (v) U.S. Bank National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., UniCredit Bank AG and The Bank of New York Mellon, as co-documentation agents (in such capacity, the “Co-Documentation Agents”).
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • September 26th, 2014 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
This RECEIVABLES PURCHASE AGREEMENT AMENDMENT NO. 1, dated as of September 22, 2014 (this “Amendment”), is entered into among HSFR, INC., a Delaware corporation, as seller (the “Seller”), THE PURCHASERS LISTED ON THE SIGNATURE PAGES HERETO (the “Purchasers”), THE PURCHASER AGENTS LISTED ON THE SIGNATURE PAGES HERETO (the “Purchaser Agents”), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for each Purchaser Group, and, solely with respect to Section 10, HENRY SCHEIN, INC. (“HS”), a Delaware corporation, as performance guarantor (the “Performance Guarantor”).
Re: Private Shelf Agreement dated August 9, 2010 (Henry Schein, Inc.)Private Shelf Agreement • September 26th, 2014 • 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 by that certain letter agreement dated as of April 27, 2012 (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 $350,000,000 of its senior promissory notes (the “Shelf Notes”). As of the date hereof, Shelf Notes in the aggregate principal amount of $200,000,000 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.
Re: Master Note Purchase Agreement dated April 27, 2012 (Henry Schein, Inc.)Master Note Purchase Agreement • September 26th, 2014 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
Reference is made to that certain Master Note Purchase Agreement, dated as of April 27, 2012, by and among Henry Schein, Inc., a Delaware corporation (the “Company”), Metropolitan Life Insurance Company (“MLIC”), MetLife Investment Management, LLC (f/k/a MetLife Investment Advisors Company, LLC) (“MIM”, and together with MLIC, “MetLife”), each other MetLife Affiliate (as defined therein) which has become, and which may become, bound thereto (as amended, modified or supplemented from time to time, the “Shelf Agreement”), pursuant to which the Company authorized the issue of up to $200,000,000 of its senior promissory notes (the “Shelf Notes”). As of the date hereof, no Shelf Notes have been issued. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Shelf Agreement.
