exhibit10_21.htm


    


      Exhibit
10.21

      


      AMENDMENT

       

      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.

      


      RECITALS

       

      A.         
WHEREAS, a newly-formed joint venture in which the Borrower will hold a majority
ownership interest intends to acquire certain assets of the Borrower (the “Winslow Acquisition”)
and incur indebtedness in connection therewith;

       

      B.          WHEREAS,
in connection with the Winslow Acquisition, the Borrower is requesting that the
Lenders agree to certain amendments relating to the Credit Agreement;
and

       

      C.          WHEREAS,
the Lenders are willing to agree to such amendments subject to the terms and
conditions set forth herein.

       

      NOW,
THEREFORE, in consideration of the foregoing Recitals and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

       

      AGREEMENT

       

      
        	 
      	
                1.

              	
                Defined
      Terms.  Terms defined
      in the Credit Agreement and used herein shall have the meanings
      given to them in the Credit Agreement, as amended by this Amendment. As
      used in this Amendment, the

              
	
                following
      terms shall have the following
meanings:

              


      

      


       “Effective Date”: as
defined in Section 11.

      


      “Winslow Acquisition”:
as defined in the Preamble hereto.

      


      “Winslow Acquisition
Documents”: the Omnibus Agreement, dated as of November 29, 2009, by and
among the Borrower, National Logistics Services, LLC, Winslow Acquisition
Company, Butler Animal Health Holding Company LLC, Butler Animal Health Supply,
LLC, Oak Hill Capital Partners II, L.P., Oak Hill Capital Management Partners
II, L.P., W.A. Butler Company, Burns Veterinary Supply, Inc., and the Management
Members (as defined therein), and all documents and agreements executed and
delivered in connection with the consummation of the transactions contemplated
thereby.

      


      “Winslow Transaction
Documents”: the Winslow Acquisition Documents and the Winslow Credit
Documents.

      


      
        	 
      	
                2.

              	
                Amendments to Section
      1.1.  Section 1.1 of the Credit Agreement is hereby
      amended by:

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
          2 


        

      


      


      
        	 
      	 
      	
                (a)        amending
      the definition of “Guarantor” by inserting the words “(other than the
      Joint
      Venture and its Subsidiaries)” after the words “any Subsidiary of the
      Borrower” in the first line thereof;
and

              


      

      


      
        	 
      	 
      	
                (b)        adding
      the following definitions in the appropriate alphabetical
      order:

              


      

      


      “Joint Venture”: W.A.
Butler Company, a Delaware corporation (currently known as Winslow Acquisition
Company, together with its permitted successors and assigns).

      


      “Permitted JV Refinancing
Indebtedness” means Indebtedness of the Joint Venture and its
Subsidiaries which satisfies each of the following conditions:  (a) to
the extent that such Indebtedness is to be secured by a Lien on any assets or
property, or the Equity Interests, of the Joint Venture and its Subsidiaries,
the terms of such Indebtedness (including the Liens that secure such
Indebtedness) shall be substantially similar to those provided in the Winslow
Credit Documents (other than changes which extend the maturity thereof, decrease
the interest rate applicable thereto, release a portion of the assets subject to
such Liens or otherwise amend the terms in a manner that could not reasonably be
expected to be materially adverse to the interests of the Lenders taken as a
whole) and any Liens that secure such Indebtedness do not cover any additional
assets, property or Equity Interests ; (b) such Indebtedness shall consist of
(i) a secured facility which satisfies the requirements of clause (a) above or
(ii) an unsecured or subordinated facility (and guarantees in respect thereof
provided by any Subsidiary of the Joint Venture) with terms customary for
facilities of such type at such time; (c) no Default or Event of Default shall
have occurred and be continuing or would result from the incurrence of such
Indebtedness; (d) such Indebtedness shall not be subject to any amortization or
required repayment obligations (other than, in the case of a secured facility,
as contemplated by clause (a) above or, in the case of an unsecured or
subordinated facility, as then reflects the customary terms for facilities of
such type at such time) on or prior to the Termination Date; (e) the net
proceeds of such Indebtedness (other than any revolving Indebtedness) are
concurrently applied to the prepayment of the Indebtedness to be refinanced; and
(f) the Administrative Agent shall have received (x) a certificate of a
Responsible Officer of the Joint Venture certifying compliance with the
conditions set forth in this definition (and attaching any other information
reasonably required by the Administrative Agent) and (y) copies of all the loan
documents relating to such Indebtedness at least three Business Days prior to
the funding of any such Indebtedness.

      


       “Winslow Credit
Agreement”: the credit agreement to be entered into in connection with
the Winslow Acquisition between Butler Animal Health Supply, LLC, a Delaware
limited liability company, as borrower, the lenders from time to time party
thereto, and JPMorgan Chase Bank, N.A., as administrative agent (as amended,
waived, modified or supplemented from time to time; provided that any
renewal, replacement or refinancing thereof shall satisfy the requirements set
forth in paragraphs (a) through (f) of the definition of “Permitted JV
Refinancing Indebtedness”).

      


      “Winslow Credit
Documents”: the Winslow Credit Agreement and any agreement, document or
instrument creating any security interest or other encumbrance, or guaranty,
entered into in connection therewith and any other agreement, document or
instrument ancillary or otherwise related thereto (as amended, waived, modified
or supplemented from time to time; provided that any
renewal, replacement or refinancing thereof shall satisfy the requirements set
forth in paragraphs (a) through (f) of the definition of “Permitted JV
Refinancing Indebtedness”).

      


      
        	 
      	
                3.

              	
                Amendment to Section
      7.4. Clause (c) of Section 7.4 of the Credit Agreement is hereby
      amended
      by inserting the words “(other than Indebtedness permitted under Section
      8.3(b)(viii))” after the word

              
	
                “Indebtedness”
      in the first line thereof.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
          3 


        

      


      


      
        	 
      	
                4.

              	
                Amendment to Section
      7.12. Section 7.12 of the Credit Agreement is hereby amended by
      inserting
      the words “(other than the Joint Venture and its Subsidiaries)” after the
      word “Subsidiary” in the first line
  thereof.

              


      

      


      
        	 
      	
                5.

              	
                Amendment to Section
      8.2.  Section 8.2 of the Credit Agreement is hereby
      amended by:

              


      

      


       (i)
deleting the word “or” from the end of clause (m);

       

      (ii)
deleting the period from the end of clause (n) and substituting therefor a
semicolon; and

       

      (iii)
adding the following at the end thereof:

       

      “(o) any
Lien over the assets, property or Equity Interests of the Joint Venture and its
Subsidiaries that secures Indebtedness permitted under Section 8.3(b)(viii);
provided that
such Lien does not at any time cover any additional assets or property other
than products or proceeds thereof; or

      


      (p) Liens
granted by any Subsidiary of the Borrower that are contractual rights of set-off
or netting arrangements relating to pooled deposit or sweep accounts of such
Subsidiary to permit satisfaction of overdraft or similar obligations (including
with respect to netting services, automatic clearinghouse arrangements,
overdraft protections and similar arrangements) incurred in the ordinary course
of business of such Subsidiary.”

      


      
        	 
      	
                6.

              	
                Amendment to Section
      8.3.  Clause (b) of Section 8.3 of the Credit Agreement
      is hereby amended by:

              


      

      


      (i)          deleting
the word “and” from the end of clause (vi);

       

      (ii)         deleting
the period from the end of clause (vii) and substituting therefor a comma;
and

       

      (iii)        adding
the following words at the end thereof:

       

      “(viii)
(A) Indebtedness of the Joint Venture and its Subsidiaries under the Winslow
Credit Agreement in a principal amount not to exceed $330,000,000 at any time,
and (B) Permitted JV Refinancing Indebtedness in respect thereof, (ix)
Indebtedness of any Subsidiary of the Borrower in respect of netting services,
automatic clearinghouse arrangements, overdraft protections and similar
arrangements in each case in connection with deposit accounts in the ordinary
course of business, and (x) any Guarantee Obligation of the Borrower in respect
of Indebtedness incurred by any Subsidiary under clause (ix) hereof up to an
aggregate principal amount not to exceed $25,000,000 at any time
outstanding.”

      


      
        	 
      	
                7.

              	
                Amendment to Section
      8.8. Section 8.8 of the Credit Agreement is hereby amended
      by:

              


      

      


      (i)          deleting
clause (i) of the proviso in its entirety and replacing it with the
following:

       

      “(i) the
foregoing shall not apply to prohibitions, restrictions and conditions (x)
imposed by law, (y) contained in any of the Loan Documents or (z) contained in
the 


      
        
          
          

        

        
          
          

          
            

          

        

        
          4

        

      

       

                                     
organizational documents of the Joint Venture and its Subsidiaries (including
their respective operating, management or partnership agreements, as applicable)
to the extent that such prohibition, restriction
or
                              
 condition applies only to the property, assets or Equity Interests of, or
dividends, distributions, loans, advances, repayments or guarantees by, the
Joint Venture and its
Subsidiaries,”                               


       

      (ii)         deleting
clause (iv) of the proviso  in its entirety and replacing
it  with the following:

       

      “(iv)
clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness (including the Winslow
Credit Documents and the loan documentation with respect to any Permitted JV
Refinancing Indebtedness) permitted by this Agreement if such restrictions or
conditions apply only to the property, assets or Equity Interests securing any
such Indebtedness and, in the case of the Winslow Credit Documents and any loan
documentation with respect to Permitted JV Refinancing Indebtedness, such
restrictions or conditions apply only to the property, assets or Equity
Interests of the Joint Venture and its Subsidiaries, and”.

       

      
        	 
      	
                8.

              	
                Amendment to Section
      9. Section 9 is hereby amended by (i) inserting the words “(other
      than
      Indebtedness permitted under Section 8.3(b)(viii))” after the words
      “Material Indebtedness” where such words appear

              
	
                in
      subsections (d) and (e) thereof, and (ii) inserting the words “(other than
      the Joint Venture
      and its Subsidiaries)” after the words “Significant Subsidiary” where such
      words appear in subsections (f) and (g)
  thereof.

              


      

      


      
        	 
      	
                9.

              	
                Schedule 5.14 to the
      Credit Agreement.  Schedule 5.14 to the Credit Agreement
      is hereby supplemented
      with the information provided in Schedule 5.14 to this
      Amendment.

              


      

      


      
        	 
      	
                10.

              	
                Conditions to
      Effectiveness. This Amendment shall become effective on the date
      (the “Effective
      Date”) on which the following conditions shall have been satisfied
      or waived:

              


      

      


      
        	 
      	 
      	
                (a)        the
      Administrative Agent shall have received this Amendment, duly executed
      and
      delivered by the Borrower and the Majority
  Lenders;

              


      

      


      
        	 
      	 
      	
                (b)        the
      Administrative Agent shall have received executed copies of the Winslow
      Transaction
      Documents, each certified by an officer of the Borrower to be true and
      correct and in full force and effect as of the

              
	
                date
      hereof, and no provision thereof shall have been amended, waived or otherwise
      modified without the consent of the Administrative
      Agent;

              


      

      


      
        	 
      	 
      	
                (c)        the
      Winslow Acquisition shall have been consummated in accordance with the
      Winslow
      Acquisition Documents;

              


      

      


      
        	 
      	 
      	
                (d)        the
      Administrative Agent shall have received customary legal opinions from
      counsel
      to the Borrower and its Subsidiaries in form and substance reasonably
      satisfactory to the Administrative Agent;
  and

              


      

      


      
        	 
      	 
      	
                (e)        the
      Administrative Agent shall have received such customary certificates as
      may be
      reasonably requested by the Administrative Agent including confirmation
      that the Borrower is in compliance with the

              
	
                requirements
      of Section 8.1 of the Credit Agreement both prior to and immediately after
      the consummation of the Winslow
  Acquisition.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
          5 


        

      


      


      
        	 
      	
                11.

              	
                Counterparts.
      This Amendment may be executed in any number of counterparts, each of
      which
      when so executed shall be deemed to be an original and all of which when
      taken together shall constitute one and the

              
	
                same
      agreement. Delivery of an executed signature page of this Amendment by
      email
      or facsimile transmission shall be effective as delivery of a manually
      executed counterpart hereof.

              


      

      


      
        	 
      	
                12.

              	
                Representations and
      Warranties. The Borrower hereby represents and warrants to the
      Lenders
      and the Administrative Agent as
follows:

              


      

      


      
        	 
      	 
      	
                (a)        The
      Borrower has the corporate power and authority and the legal right to
      execute,
      deliver and perform this Amendment and has taken all necessary corporate
      action to authorize the execution, delivery and

              
	
                performance
      of this Amendment. This Amendment has been duly executed and
      delivered on behalf of the Borrower and constitutes the legal, valid and
      binding obligation of the Borrower enforceable against the Borrower
      in

              
	
                accordance
      with its terms.

              


      

      


      
        	 
      	 
      	
                (b)        The
      representations and warranties of the Borrower set forth in Section 5 of
      the Credit
      Agreement as amended hereby (excluding the representations made in
      subsections 5.2 and 5.6 thereof) are true and

              
	
                correct
      in all material respects on and as of the date hereof as if made on and as
      of such
      date (or, if such representation or warranty is expressly stated to have
      been made as of a specific date,
      as of such specific
date).

              


      

      


      
        	 
      	
                13.

              	
                Fees, Costs and
      Expenses.  The Borrower agrees to (i) pay to the
      Administrative Agent any
      arrangement fees previously agreed in writing in connection with this
      Amendment and (ii) reimburse the Administrative

              
	
                Agent
      for all reasonable fees, costs and expenses incurred by it in connection
      with this Amendment,
      including but not limited to the reasonable fees, costs and expenses of
      counsel and invoiced at least one Business Day prior
    to

              
	
                the
      Effective Date.

              


      

      


      
        	 
      	
                14.

              	
                Governing
      Law.  This Amendment and the rights and obligations of
      the parties hereunder shall
      be governed by, and construed and interpreted in accordance with, the laws
      of the State of New York.

              


      

      


      
        	 
      	
                15.

              	
                Loan Document.
      This Amendment shall be designated a Loan Document for all purposes of
      the Credit Agreement, as amended hereby, and the terms and conditions set
      forth therein.

              


      

      


       [Signature pages
follow]

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

       

      
        	 
      	
                HENRY
      SCHEIN, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/Mark
      E. Mlotek

              
	 
      	 
      	
                Name:  Mark
      E. Mlotek

              
	 
      	 
      	
                Title:    Executive
      Vice President

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                JPMORGAN
      CHASE BANK, N.A. as Administrative

              
	 
      	
                Agent
      and a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/Jules
      Panno

              
	 
      	 
      	
                Name:  Jules
      Panno

              
	 
      	 
      	
                Title:    Vice
      President

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                William
      Street LLC, as a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/Tom
      Halverson

              
	 
      	 
      	
                Name:  Tom
      Halverson

              
	 
      	 
      	
                Title:    Authorized
      Signatory

              


      

      


       

      


       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                BANK
      OF TOKYO-MITSUBISHI UFJ TRUST

              
	 
      	
                  COMPANY

              
	 
      	
                  as
      a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/B.
      McNany

              
	 
      	 
      	
                Name:  B.
      McNANY

              
	 
      	 
      	
                Title:    ASST.
      VICE PRESIDENT

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                US
      BANK, N.A. as a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/Nathan
      M. Hall

              
	 
      	 
      	
                Name:  Nathan
      M. Hall

              
	 
      	 
      	
                Title:    AVP

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                THE
      ROYAL BANK OF SCOTLAND, PLC as a

              
	 
      	
                  Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/Scott
      MacVicar

              
	 
      	 
      	
                Name:  Scott
      MacVicar

              
	 
      	 
      	
                Title:    Vice
      President

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                HSBC
      Bank USA, National Association

              
	 
      	 
      
	 
      	
                By:

              	
                /s/Brian
      S. Dossie

              
	 
      	 
      	
                Name:  Brian
      S. Dossie

              
	 
      	 
      	
                Title:    Vice
      President

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                DE
      LAGE LANDEN FINANCIAL SERVICES, INC.

              
	 
      	
                  as
      a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/Kenneth
      Guest

              
	 
      	 
      	
                Name:  Kenneth
      Guest

              
	 
      	 
      	
                Title:    VP,
      Commercial Operations

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                The
      Bank of New York Mellon as a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/Kenneth
      P. Sneider, Jr.

              
	 
      	 
      	
                Name:  Kenneth
      P. Sneider, Jr.

              
	 
      	 
      	
                Title:    Vice
      President

              


      

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Bank
      of America, N.A., as a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/Steven
      J. Melicharek

              
	 
      	 
      	
                Name:  Steven
      J. Melicharek

              
	 
      	 
      	
                Title:    Senior
      Vice President

              


      

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                Wells
      Fargo Bank as a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/Eric
      Frandson

              
	 
      	 
      	
                Name:  Eric
      Frandson

              
	 
      	 
      	
                Title:    Senior
      Relationship Manager