OMNIBUS AMENDMENT NO. 1

 

This OMNIBUS AMENDMENT NO. 1, dated as of July 22, 2013 (this “Amendment”), is entered into among HSFR, INC., a Delaware corporation, as seller (the “Seller”), HENRY SCHEIN INC., a Delaware corporation, as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”) and as performance guarantor, THE ORIGINATORS LISTED ON THE SIGNATURE PAGES HERETO (the “Originators”), THE PURCHASERS LISTED ON THE SIGNATURE PAGES HERETO (the “Purchasers”), THE PURCHASER AGENTS LISTED ON THE SIGNATURE PAGES HERETO (the “Purchaser Agents”) and 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.

 

 

The Seller, Servicer, Purchasers, Purchaser Agents and Agent are also parties to a Receivables Purchase Agreement, dated as of April 17, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”). The Originators and the Seller are also parties to a Receivables Sale Agreement, dated as of April 17, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Sale Agreement”).  The parties are entering into this Amendment to amend or otherwise modify the Receivables Purchase Agreement and the Receivables Sale Agreement (collectively, the “Agreements”).

 

1.           Definitions.  Capitalized terms are used in this Amendment as defined in Exhibit I to the Receivables Purchase Agreement.

 

2.           Amendments to Receivables Purchase Agreement.  The parties to the Receivables Purchase Agreement agree that the Receivables Purchase Agreement is hereby amended as follows:

 

(a)           Section 7.1(p). Clause (i) of Section 7.1(p) of the Receivables Purchase Agreement is herebey amended to replace the phrase "chief financial officer" with the phrase "chief financial officer or treasurer";

(c)           Exhibit I to the Receivables Purchase Agreement.  The definition of “Dilution Horizon Ratio” in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated in its entirety to read as follows:

 

“Dilution Horizon Ratio” means as of any date, a ratio (expressed as a percentage), computed as of the last day of the most recently ended Calculation Period by dividing (i) the sum of the aggregate amount of gross sales of the Originators generated during the most recently ended Calculation Period by (ii) the amount equal to the Non-Defaulted Receivables Balance as of the last day of the most recently ended Calculation Period.

 

 

(d)           Exhibit XIV to the Receivables Purchase Agreement. Exhibit XIV to the Receivables Purchase Agreement is hereby replaced by Schedule A attached hereto.

 

3.           Amendment to Receivables Sale Agreement.  The parties to the Receivables Sale Agreement agree that clause (b) of Section 1.2 of the Receivables Sale Agreement is hereby amended by replacing the text “On the 20th day of each month hereafter” with the text “On the 21st day immediately following the most recent Cut-Off Date”.

 

4.           Conditions.  The amendments described in Sections 2 and 3 above shall become effective upon the first date on which this Amendment shall have been executed and delivered by each party hereto.

 

5.           Representations and Warranties; Covenants.  Each of the Seller and the Servicer (on behalf of the Seller) hereby certifies, represents and warrants to the Agent, each Purchaser Agent and each Purchaser that on and as of the date hereof:

 

(a)           each of its representations and warranties contained in Article V of the Receivables Purchase Agreement is true and correct, in all material respects, on and as of the date hereof; and

 

(b)           no Termination Event or Unmatured Termination Event exists.

 

6.           Ratification.  This Amendment constitutes an amendment to the Agreements.  After the execution and delivery of this Amendment, all references to the Agreements in any document shall be deemed to refer to the Agreements as amended by this Amendment, unless the context otherwise requires.  Except as amended above, the Agreements are hereby ratified in all respects.  Except as set forth above, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment or waiver of any right, power or remedy of the parties hereto under the Agreements, nor constitute an amendment or waiver of any provision of the Agreements.  This Amendment shall not constitute a course of dealing among the parties hereto at variance with the Agreements such as to require further notice by any of the Agent, the Purchaser Agents or the Purchasers to require strict compliance with the terms of the Agreements in the future, as amended by this Amendment, except as expressly set forth herein.  Each of the Seller, the Servicer and each Originator hereby acknowledges and expressly agrees that each of the Agent, the Purchaser Agents and the Purchasers reserves the right to, and does in fact, require strict compliance with all terms and provisions of the Agreements, as amended herein.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

 

	HSFR INC.,
	as Seller
	By: /s/ Ferdinand G. Jahnel
	Name: Ferdinand G. Jahnel
	Title:   Treasurer

 

	HENRY SCHEIN, INC.,
	as Servicer, Originator and Performance Guarantor
	By: /s/ Steven Paladino
	Name: Steven Paladino
	Title:   Executive Vice President and Chief
	Financial Officer

 

	HENRY SCHEIN PUERTO RICO, INC.,
	as Originator
	By: /s/ Steven Paladino
	Name: Steven Paladino
	Title:   Executive Vice President and Chief
	Financial Officer

	INSOURCE, INC.,
	as Originator
	By: /s/ Steven Paladino
	Name: Steven Paladino
	Title:   Executive Vice President and Chief
	Financial Officer

	CAMLOG USA, INC.,
	as Originator
	By: /s/ Steven Paladino
	Name: Steven Paladino
	Title:   Executive Vice President

 

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Omnibus Amendment No. 1

 

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	NEW YORK BRANCH, as Purchaser Agent for the
	Victory Purchaser Group
	By: /s/ Luna Mills
	Name: Luna Mills
	Title:   Director

	VICTORY RECEIVABLES CORPORATION,
	as Conduit Purchaser
	By: /s/ David V. DeAngelis
	Name: David V. DeAngelis
	Title:   Vice President

 

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	NEW YORK BRANCH,
	as Agent
	By: /s/ Luna Mills
	Name: Luna Mills
	Title:   Director

 

 

		HENRY SCHEIN
		Accounting Period - Schedule
			Calculation Period				Reporting Date (3-Weeks after End)		Settlement Date (Reporting Date + 2 BD)
			Start		End
2013		Jan	12/30/2012		2/2/2013		2/25/2013		2/27/2013
		Feb	2/3/2013		3/2/2013		3/25/2013		3/27/2013
		Mar	3/3/2013		3/30/2013		4/22/2013		4/24/2013
		Apr	3/31/2013		4/27/2013		5/20/2013		5/22/2013
		May	4/28/2013		6/1/2013		6/24/2013		6/26/2013
		Jun	6/2/2013		6/29/2013		7/22/2013		7/24/2013
		Jul	6/30/2013		8/3/2013		8/26/2013		8/28/2013
		Aug	8/4/2013		8/31/2013		9/23/2013		9/25/2013
		Sept	9/1/2013		9/28/2013		10/21/2013		10/23/2013
		Oct	9/29/2013		11/2/2013		11/25/2013		11/27/2013
		Nov	11/3/2013		11/30/2013		12/23/2013		12/26/2013
		Dec	12/1/2013		12/28/2013		1/21/2014		1/23/2014
2014		Jan	12/29/2013		2/1/2014		2/24/2014		2/26/2014
		Feb	2/2/2014		3/1/2014		3/24/2014		3/26/2014
		Mar	3/2/2014		3/29/2014		4/21/2014		4/23/2014
		Apr	3/30/2014		4/26/2014		5/19/2014		5/21/2014
		May	4/27/2014		5/31/2014		6/23/2014		6/25/2014
		Jun	6/1/2014		6/28/2014		7/21/2014		7/23/2014
		Jul	6/29/2014		8/2/2014		8/25/2014		8/27/2014
		Aug	8/3/2014		8/30/2014		9/22/2014		9/24/2014
		Sept	8/31/2014		9/27/2014		10/20/2014		10/22/2014
		Oct	9/28/2014		11/1/2014		11/24/2014		11/26/2014
		Nov	11/2/2014		11/29/2014		12/22/2014		12/24/2014
		Dec	11/30/2014		12/27/2014		1/20/2015		1/22/2015
2015		Jan	12/28/2014		1/31/2015		2/23/2015		2/25/2015
		Feb	2/1/2015		2/28/2015		3/23/2015		3/25/2015
		Mar	3/1/2015		3/28/2015		4/20/2015		4/22/2015
		Apr	3/29/2015		4/25/2015		5/18/2015		5/20/2015
		May	4/26/2015		5/30/2015		6/22/2015		6/24/2015
		Jun	5/31/2015		6/27/2015		7/20/2015		7/22/2015
		Jul	6/28/2015		8/1/2015		8/24/2015		8/26/2015
		Aug	8/2/2015		8/29/2015		9/21/2015		9/23/2015

 

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Omnibus Amendment No. 1

		Sept	8/30/2015		9/26/2015		10/19/2015		10/21/2015
		Oct	9/27/2015		10/31/2015		11/23/2015		11/25/2015
		Nov	11/1/2015		11/28/2015		12/21/2015		12/23/2015
		Dec	11/29/2015		12/26/2015		1/19/2016		1/21/2016
2016		Jan	12/27/2015		1/30/2016		2/22/2016		2/24/2016
		Feb	1/31/2016		2/27/2016		3/21/2016		3/23/2016
		Mar	2/28/2016		3/26/2016		4/18/2016		4/20/2016
		Apr	3/27/2016		4/23/2016		5/16/2016		5/18/2016
		May	4/24/2016		5/28/2016		6/20/2016		6/22/2016
		Jun	5/29/2016		6/25/2016		7/18/2016		7/20/2016
		Jul	6/26/2016		7/30/2016		8/22/2016		8/24/2016
		Aug	7/31/2016		8/27/2016		9/19/2016		9/21/2016
		Sept	8/28/2016		9/24/2016		10/17/2016		10/19/2016
		Oct	9/25/2016		10/29/2016		11/21/2016		11/23/2016
		Nov	10/30/2016		11/26/2016		12/19/2016		12/21/2016
		Dec	11/27/2016		12/31/2016		1/23/2017		1/25/2017

 

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Omnibus Amendment No. 1