Letter Agreement to Remove Voting Commitment by and between the Company and KKR
Exhibit 10.1
May 2, 2025
VIA E-MAIL
Henry Schein, Inc.
135 Duryea Road
Melville, New York 11747
Attention: Walter Siegel, Kelly Murphy
Email: [*** - personal information]
KKR Hawaii Aggregator L.P.
c/o Kohlberg Kravis Roberts & Co. L.P.
Sand Hill Road, Suite 200
Menlo Park, CA 94025
Attention: Hunter Craig and Max Lin
Email: [*** - personal information]
Re: | Voting Commitment |
Dear Sirs and Madams:
Reference is made to that certain Strategic Partnership Agreement, dated as of January 29, 2025 (as the same may be amended, supplemented or otherwise modified from time to time, the Agreement), by and between Henry Schein, Inc., a Delaware corporation (the Company), and KKR Hawaii Aggregator L.P. (the Investor). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. This letter agreement is being executed and is effective as of the date first written above.
1. The parties agree that Section 5.11 of the Agreement shall be deleted in its entirety and replaced with [Intentionally omitted].
2. Except as specifically set forth herein, (i) the execution, delivery and effectiveness of this letter agreement shall not constitute a waiver or amendment of any provision of the Agreement and (ii) all of the terms of the Agreement shall remain unmodified and in full force and effect.
3. Any reference to the Agreement contained in any notice, request, certificate or other document shall be deemed to include this letter agreement.
4. The provisions of Article VIII of the Agreement are hereby incorporated by reference into this letter agreement, mutatis mutandis.
Sincerely, | ||
HENRY SCHEIN, INC. | ||
By: | /s/ Walter Siegel | |
Name: | Walter Siegel | |
Title: | Senior Vice President & Chief Legal Officer |
Acknowledged and Agreed: | ||
KKR HAWAII AGGREGATOR L.P. | ||
BY: | KKR Hawaii Aggregator GP LLC, its general partner | |
By: | /s/ Max C. Lin | |
Name: Max C. Lin | ||
Title: President |