exhibit10210262019






Exhibit 10.2                                                 EXECUTION VERSION                                                                         (PDC Funding II LLC)                                  TWELFTH AMENDMENT                                          TO THE                                AMENDED AND RESTATED                           CONTRACT PURCHASE AGREEMENT              This TWELFTH AMENDMENT TO THE AMENDED AND RESTATED CONTRACT       PURCHASE  AGREEMENT  (this  “Amendment”  is  entered  into  as  of  August  2,  2019  by  and       among  PDC  FUNDING  COMPANY  II,  LLC,  a  Minnesota  limited  liability  company  (the       “Seller”),  PATTERSON  COMPANIES,  INC.,  a  Minnesota  corporation,  as  servicer  (the       “Servicer”)  and  FIFTH  THIRD  BANK,  an  Ohio  banking  corporation,  as  purchaser  (in  such       capacity, the “Purchaser”) and as agent (in such capacity, the “Agent”).  Capitalized terms used       but not otherwise defined herein have the respective meanings assigned thereto in the Contract       Purchase Agreement described below.                                        WITNESSETH:              WHEREAS,  the  parties  hereto  have  entered  into  that  certain  Amended  and  Restated       Contract  Purchase  Agreement,  dated  as  of  August  12,  2011  (as  amended,  supplemented  or       otherwise modified from time to time, the “Contract Purchase Agreement”);              WHEREAS, the parties hereto desire to further amend the Contract Purchase Agreement       as set forth herein;               NOW, THEREFORE, in exchange for good and valuable consideration (the receipt and       sufficiency  of  which  are  hereby  acknowledged  and  confirmed),  the  parties  hereto  agree  as       follows:                                        AGREEMENT:              1. Amendments  to  the  Contract  Purchase  Agreement.   The  Contract  Purchase      Agreement is hereby amended as shown on the marked pages set forth on Exhibit A hereto.              2. Representations  and  Warranties.   In  order to  induce the  parties  hereto  to enter  into      this Amendment, each of the Seller and the Servicer represents and warrants as follows:                    (a)   the  representations  and  warranties  made  by  such  Person  in  the  Contract             Purchase Agreement and the other Transaction Documents to which it is a party are true             and correct as of the date hereof (unless stated to relate solely to an earlier date, in which             case such representations or warranties were true and correct as of such earlier date);                    (b)   the  execution  and  delivery  by  such  Person  of  this  Amendment,  and  the             performance of each of its obligations under this Amendment and the Contract Purchase             Agreement,  as  amended hereby,  are  within each of its  organizational  powers  and have             been duly authorized by all necessary organizational action on its part;         733016380 11089703 





 






            (c)   this  Amendment  and  the  Contract  Purchase  Agreement,  as  amended        hereby,  constitute,  the  legal,  valid  and  binding  obligations  of  such  Person  enforceable        against  such  Person  in  accordance  with  their  terms,  except  as  enforceability  may  be        limited  by  bankruptcy,  insolvency,  reorganization,  or  other  similar  laws  affecting  the        enforcement of creditors’ rights generally and by general principles of equity, regardless        of whether such enforceability is considered in a proceeding in equity or at law; and               (d)   immediately after giving effect to this Amendment, no Amortization Event        or Potential Amortization Event has occurred which is continuing.         3. Reference to, and Effect on, the Contract Purchase Agreement.  Except as specifically  amended hereby, the Contract Purchase Agreement and the other Transaction Documents shall  remain  in full  force  and  effect and  are  hereby  ratified  and  confirmed.   After  this  Amendment  becomes  effective,  all  references  in  the  Contract  Purchase  Agreement  (or  in  any  other  Transaction  Document)  to  “this  Agreement”,  “hereof”,  “herein”  or  words  of  similar  effect  referring to the Contract Purchase Agreement shall be deemed to be references to the Contract  Purchase Agreement as amended by this Amendment.  This Amendment shall not be deemed,  either  expressly  or  impliedly,  to  waive,  amend  or  supplement  any  provision  of  the  Contract  Purchase Agreement other than as set forth herein.         4. Conditions to Effectiveness.  This Amendment shall be effective as of the date first  above written upon the Agent’s receipt of:               (a)   counterparts  to  this  Amendment  duly  executed  by  each  of  the  parties        hereto;               (b)   duly executed counterparts of that certain Eighth Amended and Restated        Fee Letter, dated as of the date hereof, by and among the Agent, the Purchaser and the        Seller;                (c)   confirmation  that  the  “Upfront  Fee”  payable  pursuant  to  the  above-       described Eighth Amended and Restated Fee Letter has been paid in full in accordance        with the terms of such Eighth Amended and Restated Fee Letter; and               (d)   reasonable legal fees due and payable on or prior to the date hereof.          5. Counterparts.  This Amendment may be executed in any number of counterparts and  by different parties on separate counterparts, each of which when so executed shall be deemed to  be  an  original  and  all  of  which  when  taken  together  shall  constitute  but  one  and  the  same  instrument.  Delivery  by  facsimile  or  email  of  an  executed  signature  page  of  this  Amendment  shall be effective as delivery of an originally executed counterpart hereof.         6. GOVERNING  LAW.   THIS  AMENDMENT  SHALL  BE  DEEMED  TO  BE  A  CONTRACT  MADE  UNDER  AND  GOVERNED  BY  THE  INTERNAL  LAWS  OF  THE  STATE OF ILLINOIS.          2  733016380 11089703 





 






      7. Headings.   The  various  headings  of  this  Amendment  are  included  for  convenience  only and shall not affect the meaning or interpretation of this Amendment, the Contract Purchase  Agreement or any provision hereof or thereof.         8. Expenses.   Without  limiting  any  obligations  of  the  Seller  under  the  Transaction  Documents  (including  without  limitation,  under  Section  10.3  of  the  Contract  Purchase  Agreement),  the  Seller  shall  pay  on  demand  all  out-of-pocket  costs  and  expenses  (including  reasonable fees and expenses of counsel) incurred by the Agent and the Purchaser with respect to  the preparation, negotiation, execution and delivery of this Amendment.                               [Signature pages follow.]          3  733016380 11089703 





 












 












 












 






                                   Exhibit A                                     (Attached)    733016380 11089703 





 






     EXHIBIT A to  EleventhTwelfth Amendment, dated as of December 14, 2018August 2, 2019                             AMENDED AND RESTATED                      CONTRACT PURCHASE AGREEMENT                               dated as of August 12, 2011                                       among                      PDC FUNDING COMPANY II, LLC, as Seller,                     PATTERSON COMPANIES, INC., as Servicer,                        THE PURCHASERS PARTY HERETO,                                        and                                FIFTH THIRD BANK,                                    as Agent   733016439 11089703





 






                            TABLE OF CONTENTS                                                                          Page ARTICLE I      PURCHASE ARRANGEMENTS                                        1       Section 1.1    Purchase Facility                                      1       Section 1.2    Increases; Sale of Asset Portfolio                     2       Section 1.3    Decreases                                              3       Section 1.4    Payment Requirements                                   3       Section 1.5    Deemed Exchange                                        3       Section 1.6    RPA Deferred Purchase Price                            4  ARTICLE II     PAYMENTS AND COLLECTIONS                                     4       Section 2.1    Payments                                               4       Section 2.2    Collections Prior to Amortization                      4       Section 2.3    Collections Following Amortization                     6       Section 2.4    Ratable Payments                                       7       Section 2.5    Payment Rescission                                     7       Section 2.6    Maximum Purchases In Respect of the Asset Portfolio    8       Section 2.7    Clean-Up Call; Limitation on Payments                  8       Section 2.8    Investment of Collections in Second-Tier Account       8  ARTICLE III    [INTENTIONALLY OMITTED.]                                     9  ARTICLE IV     PURCHASER FUNDING                                            9       Section 4.1    Purchaser Yield FundsFunding                           9       Section 4.2    Purchaser Yield Payments                               9       Section 4.3    Selection and Continuation of Rate Tranche Periods     9       Section 4.4    Purchaser Discount Rates                              10       Section 4.5    Suspension of the LIBO Rate                           10       Section 4.6    Extension of Purchase Termination Date                10       Section 4.7    Inability to Determine LIBO Rate                      12  ARTICLE V      REPRESENTATIONS AND WARRANTIES                            1213       Section 5.1    Representations and Warranties of the Seller Parties 1213  ARTICLE VI     CONDITIONS OF PURCHASES                                   1617       Section 6.1    Conditions Precedent to Initial Purchase and Deemed                      Exchange                                            1617       Section 6.2    Conditions Precedent to All Purchases               1617  ARTICLE VII    COVENANTS                                                 1718       Section 7.1    Affirmative Covenants of The Seller Parties         1718       Section 7.2    Negative Covenants of The Seller Parties              25       Section 7.3    Hedging Agreements                                  2627  ARTICLE VIII  ADMINISTRATION AND COLLECTION                                28   733016439 11089703                    i





 






                            TABLE OF CONTENTS                                   (continued)                                                                         Page        Section 8.1    Designation of Servicer                               28       Section 8.2    Duties of Servicer                                  2829       Section 8.3    Collection Notices                                    30       Section 8.4    Responsibilities of Seller                          3031       Section 8.5    Reports                                             3031       Section 8.6    Servicing Fees                                      3031  ARTICLE IX     AMORTIZATION EVENTS                                         31       Section 9.1    Amortization Events                                   31       Section 9.2    Remedies                                              33  ARTICLE X      INDEMNIFICATION                                           3334       Section 10.1   Indemnities by The Seller Parties                   3334       Section 10.2   Increased Cost and Reduced Return                     36       Section 10.3   Other Costs and Expenses                              37       Section 10.4   [Reserved.]                                         3738       Section 10.5   [Reserved.]                                         3738       Section 10.6   Required Rating                                     3738  ARTICLE XI     AGENT                                                       38       Section 11.1   Authorization and Action                              38       Section 11.2   Delegation of Duties                                  38       Section 11.3   Exculpatory Provisions                              3839       Section 11.4   Reliance by Agent                                     39       Section 11.5   Non-Reliance on Agent and Other Purchasers            39       Section 11.6   Reimbursement and Indemnification                   3940       Section 11.7   Agent in its Individual Capacity                    3940       Section 11.8   Successor Agent                                     3940  ARTICLE XII    ASSIGNMENTS; PARTICIPATIONS                                 40       Section 12.1   Assignments                                           40       Section 12.2   Participations                                        41       Section 12.3   Federal Reserve                                       41  ARTICLE XIII  [Reserved.]                                                4142  ARTICLE XIV    MISCELLANEOUS                                             4142       Section 14.1   Waivers and Amendments                              4142       Section 14.2   Notices                                             4243       Section 14.3   Ratable Payments                                      43       Section 14.4   Protection of Ownership Interests of the Purchasers   43       Section 14.5   Confidentiality                                       44       Section 14.6   Bankruptcy Petition                                   44   733016439 11089703                   ii





 






                           TABLE OF CONTENTS                                  (continued)                                                                        Page       Section 14.7   Limitation of Liability                             4445      Section 14.8   CHOICE OF LAW                                         45      Section 14.9   CONSENT TO JURISDICTION                               45      Section 14.10  WAIVER OF JURY TRIAL                                  45      Section 14.11  Integration; Binding Effect; Survival of Terms      4546      Section 14.12  Counterparts; Severability; Section References        46      Section 14.13  [Reserved]                                            46      Section 14.14  Characterization                                      46      Section 14.15  [Reserved.]                                         4647      Section 14.16  Intercreditor Agreement                               47      Section 14.17  Confirmation and Ratification of Terms                47      Section 14.18  Consent                                               48   733016439 11089703                   iii





 






                                  EXHIBITS  Exhibit I   -     Definitions Exhibit II  -     Form of Purchase Notice Exhibit III -     Places of Business of the Seller Parties; Locations                   of Records; Federal Employer Identification Number(s) Exhibit IV  -     Names of Collection Banks; Collection Accounts Exhibit V   -     Form of Compliance Certificate Exhibit VI  -     Form of Collection Account Agreement Exhibit VII -     Form of Assignment Agreement Exhibit VIII -    Credit and Collection Policy Exhibit IX  -     Form of Contract(s) Exhibit X   -     Form of Monthly Report Exhibit XI  -     Form of Performance Undertaking Exhibit XII -     Form of Postal Notice                                  SCHEDULES  Schedule A  -     Commitments and Payment Addresses  Schedule B  -     Documents  to  be  delivered  to  Agent  and  Each  Purchaser  on  or                   prior to the Initial Purchase  Schedule C  -     Payment Instructions   iv733016439 11089703                   iv





 






Portfolio (each such cash payment, a “Purchase”), on behalf of each Purchaser and from time to time  in  an  aggregate  amount  not  to  exceed  at  such  time  (i)  in  the  case  of  each  Purchaser,  its Commitment and (ii) in the aggregate, the lesser of (A) the Purchase Limit and (B) the aggregate amount of the Commitments.  Any amount not paid for the Asset Portfolio hereunder as Cash Purchase Price shall be paid to Seller as the RPA Deferred Purchase Price pursuant to, and only to  the  extent  required  by,  the  priority  of  payments  set  forth  in  Sections  2.2(b)  and  (c)  and otherwise pursuant to the terms of this Agreement (including Section 2.6).              (b)   Seller may, upon at least 10 Business Days’ prior notice to Agent and each Purchaser, terminate in whole or reduce in part, ratably among the Purchasers, the unused portion of the Purchase Limit; provided that (i) each partial reduction of the Purchase Limit shall be in an amount  equal  to  $5,000,000  or  an  integral  multiple  thereof  and  (ii)  the  aggregate  of  the Commitments  for  all  of  the  Purchasers  shall  also  be  terminated  in  whole  or  reduced  in  part, ratably  among  the  Purchasers,  by  an  amount  equal  to  such  termination  or  reduction  in  the Purchase Limit.              Section 1.2 Increases; Sale of Asset Portfolio.              (a)   (a)   Increases.  Seller shall provide Agent and each Purchaser with at least two Business Days’ prior notice in a form set forth as Exhibit II hereto of each Purchase (a “Purchase Notice”). Seller shall send such Purchase Notice by telecopier or email specifying (i) the  date  of  such  Purchase  which,  in  the  case  of  any  Purchase  (after  the  initial  Purchase  and Deemed Exchange hereunder), must be at least one Business Day after such notice is received by the applicable  Purchaser, (ii) each Purchaser’s Pro Rata Share of the aggregate Cash Purchase Price  in  respect  of  such  Receivables,  Related  Security  and  Collections  and  (iii)  the  requested Discount Rate and the requested Rate Tranche Period. Each Purchase Notice shall be subject to Section  6.2  hereof  and,  except  as  set  forth  below,  shall  be  irrevocable,  shall  specify  a  Cash Purchase Price that is not less than $5,000,000 and in additional increments of $100,000 and, in the  case  of  a  Purchase,  the  requested  Discount  Rate  and  Rate  Tranche  Period  and  shall  be accompanied by a current listing of all Receivables (including any Receivables to be purchased by Seller under the Receivables Sale Agreement on the date of such Purchase specified in such Purchase Notice).    On the date of each Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI and the conditions set forth in this Section 1.2(a), the Purchasers shall  deposit  to  the  Facility  Account,  in  immediately  available  funds,  no  later  than  1:00  p.m. (Eastern Standard time), an amount equal to such Purchaser’s Pro Rata Share of the aggregate Cash  Purchase  Price  of  the  Receivables,  Related  Security  and  Collections.   Each  Purchaser’s obligation shall be several, such that the failure of any Purchaser to make available to Seller any funds in connection with any Purchase shall not relieve any other Purchaser of its obligation, if any, hereunder to make funds available on the date of such Purchase, but no Purchaser shall be responsible for the failure of any other Purchaser to make funds available in connection with any Purchase.              (b)   Sale  of  Asset  Portfolio.   In  accordance  with  Sections  1.1(a)  and  1.2(a), Seller hereby sells, assigns and transfers to Agent (on behalf of Purchasers), for the related Cash Purchase  Price  and  the  RPA  Deferred  Purchase  Price,  effective  on  and  as  of  the  date  of each Purchase  by  any  Purchaser  hereunder,  all  of  its  right,  title  and  interest  in,  to  and  under  all Receivables  and  the  Related  Security and Collections  relating to  such Receivables  (other than    2733016439 11089703                  2





 






Portfolio Balance shall at no time be less than the sum of (i) the Aggregate Capital at such time, plus (ii) the Credit Enhancement at such time.  If, on any date of determination, the sum of (i) the Aggregate Capital, plus (ii) the Credit Enhancement exceeds the Net Portfolio Balance, in each case at such time, Seller shall pay to the Purchasers within one (1) Business Day an amount to be applied to reduce the Aggregate Capital (allocated ratably based on the ratio of each Purchaser’s Capital at such time to the Aggregate Capital at such time), such that after giving effect to such payment, the Net Portfolio Balance equals or exceeds the sum of (i) the Aggregate Capital, plus (ii)  the  Credit  Enhancement,  in  each  case  at  such  time;  provided  however,  that  if  on  any Settlement Date, the Net Portfolio Balance is less than the sum of (i) the Aggregate Capital, plus (ii) the Credit Enhancement, in each case at such time, the payment in full of the amount required by the previous sentence shall be made prior to any distributions are made pursuant to Section 2.2(b).              Section 2.7 Clean-Up Call; Limitation on Payments.              (a)   (a)   Clean Up Call.  In addition to Seller’s rights pursuant to Section 1.3, Seller shall have the right (after providing at least 2 Business Days’ written notice to Agent and each Purchaser), at any time following the reduction of the Aggregate Capital to a level that is less than 10.0% of the Purchase Limit as of the date hereof, to repurchase from the Purchasers all, but not less than all, of the Asset Portfolio at such time.  The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in  immediately  available  funds.   Such  repurchase  shall  be  without  representation,  warranty  or recourse  of  any  kind  by,  on  the  part  of,  or  against  any  Purchaser  or  Agent.   If,  at  any  time, Servicer is not Seller or an Affiliate of Seller, Seller may waive its repurchase rights under this Section 2.7(a) by providing a written notice of such waiver to Agent and each Purchaser.              (b)   (b)   Purchasers’ and Agent’s Limitation on Payments.  Notwithstanding any provision contained in this Agreement or any other Transaction Document to the contrary, none of the Purchasers or Agent shall, and none of them shall be obligated (whether on behalf of a  Purchaser  or  otherwise)  to,  pay  any  amount  to  Seller  in  respect  of  any  portion  of  the  RPA Deferred  Purchase  Price,  except  to  the  extent  that  Collections  are  available  for  distribution  to Seller  in  accordance  with  this  Agreement.   Any  amount  which  Agent  or  a  Purchaser  is  not obligated to pay pursuant to the operation of the preceding sentence shall not constitute a claim (as  defined  in  §  101  of  the  Federal  Bankruptcy  Code)  against, or corporate obligation of, any Purchaser  or  Agent,  as  applicable,  for  any  such  insufficiency  unless  and  until  such  amount becomes available for distribution to Seller pursuant to the terms hereof.              Section 2.8 Investment  of  Collections  in  Second-Tier  Account.   All  amounts from time to time held in, deposited in or credited to, the Second-Tier Account shall be invested by Servicer (as agent for Agent) in Permitted Investments selected in writing by Servicer.  All such  investments  shall  at  all  times  be  held  by  or  on  behalf  of  Agent  for  the  benefit  of  the Purchasers and the Hedge Providers, provided, that neither Agent, any Purchaser nor the Hedge Providers shall be held liable in any way by reason of any loss arising from the investment of amounts on deposit in the Second-Tier Account in Permitted Investments.  All income or other gain  from  investment  of  monies  deposited  in  or  credited  to  the  Second-Tier  Account  shall be deposited  in  or  credited  to  the  Second-Tier  Account  immediately  upon  receipt,  and  any  loss resulting from such investment shall be charged thereto.  Any net income from such investments    8733016439 11089703                  8





 






effect for its benefit with respect to the Capital held by such Purchaser prior to its termination as a Purchaser.              Section 4.7 Inability to Determine LIBO Rate.               (a)   (i) In the event, the Agent shall determine (which determination shall be deemed  presumptively  correct  absent  manifest  error)  that  (a)  the  circumstances  set  forth  in Section  4.5(ii)  have  arisen  and  such  circumstances  are  unlikely  to  be  temporary;  (b)  a  public statement or publication of information (1) by or on behalf of the administrator of the LIBO Rate; or by the regulatory supervisor for the administrator of the LIBO Rate, the U.S. Federal Reserve System,  an  insolvency  official  with  jurisdiction  over  the  administrator  for  the  LIBO  Rate,  a resolution authority with jurisdiction over the administrator for the LIBO Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the LIBO Rate; in each  case  which  states  that  such  administrator  has  ceased  or  will  cease  to  provide  the   LIBO Rate, permanently or indefinitely, provided that, at the time of the statement or publication, there is  no  successor  administrator  that  will  continue  to  provide  the  LIBO  Rate,  (2)  by  the administrator of the LIBO Rate that it has invoked or will invoke, permanently or indefinitely, its insufficient submissions policy, or (3) by the regulatory supervisor for the administrator of the LIBO Rate or any governmental authority having jurisdiction over the Agent announcing that the LIBO Rate is no longer representative or may no longer be used; (c) the LIBO Rate rate is not published by the administrator of the LIBO Rate for five (5) consecutive Business Days and such failure  is  not  the  result  of  a  temporary  moratorium,  embargo  or  disruption  declared  by  the administrator of the LIBO Rate or by the regulatory supervisor for the administrator of the LIBO Rate; or (d) a new index rate has become a widely-recognized replacement benchmark rate for the LIBO Rate in newly originated loans denominated in U.S. dollars in the U.S. market; then, the  Agent  may,  in  consultation  with  the  Seller  amend  this  Agreement  as  described  below  to replace the LIBO Rate with an alternative benchmark rate, and make other related amendments, in each case giving due consideration to any evolving or then existing convention for similar U.S. dollar  denominated  credit  facilities,  or  any  selection,  endorsement  or  recommendation  by  a relevant governmental body with respect to such facilities (ii) the Agent shall provide notice to the Seller of an amendment of this Agreement to reflect the replacement index, adjusted margins and such other related amendments as may be appropriate, in the sole discretion of the Agent, for the  implementation  and  administration  of  the  replacement  index-based  rate.  Notwithstanding anything  to  the  contrary  in  this  Agreement  or  the  other  Transaction  Documents  (including, without  limitation, Section  14.1),  such  amendment  shall  become  effective  without  any  further action or consent of any other party to this Agreement upon delivery of notice to the Seller; and (iii)  for  the  avoidance  of  doubt,  following the  date when a determination is made  pursuant  to Section  4.7(a)(i)  above  and  until  a  replacement  index  has  been  selected  and  implemented  in accordance  with  the  terms  and  conditions  of Section  4.7(a)(ii)  above,  all  Capital  shall  accrue interest at, and the Discount Rate shall be, the Alternate Base Rate.              (b)   Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, then at such times, such index shall be deemed to be zero for purposes of this Agreement.   12733016439 11089703                  12





 






            (w)   Accounting.   The  manner  in  which  such  Seller  Party  accounts  for  the transactions  contemplated  by  this  Agreement  and  the  Receivables  Sale  Agreement  does  not jeopardize the true sale analysis.              (x)   Prior Agreement.  As of the date hereof, no Termination Event (as defined in the Prior Agreement) or Unmatured Termination Event (as defined in the Prior Agreement) has  occurred  and  is  continuing  under  the  Prior  Agreement  and  no  default  under  any  of  the “Transaction Documents” (as defined in the Prior Agreement) has occurred and is continuing.              (y)   Beneficial Ownership Regulation. As of the Twelfth Amendment Date, the Seller is an entity that is organized under the laws of the State of Minnesota and at least 51% of its  common  stock  or  analogous  equity  interests  is  owned  directly  or  indirectly  by  a  company whose  common  stock  or  analogous  equity  interests  are  listed  on  the  NASDAQ  Global  Select Market (as successor to the NASDAQ National Market) and is excluded on that basis from the definition of “Legal Entity Customer” as defined in the Beneficial Ownership Regulation.                                   ARTICLE VI                          CONDITIONS OF PURCHASES              Section 6.1 Conditions  Precedent  to  Initial  Purchase  and  Deemed  Exchange. Each of the initial Purchase and the Deemed Exchange under this Agreement are subject to the conditions precedent that (a) Agent shall have received on or before the date of such Purchase those  documents  listed  on  Schedule  B,  (b)  each  Purchaser  shall  have  received  all  fees  and expenses required to be paid on or prior to such date pursuant to the terms of this Agreement and/or  any  Fee  Letter,  (c)  Seller  shall  have  marked  its  books  and  records  with  a  legend satisfactory to Agent identifying Agent’s interest therein, (d) Agent shall have completed to its satisfaction  a  due  diligence  review  of  each  Originator’s  and  Seller’s  billing,  collection  and reporting systems and other items related to the Receivables and (e) each of the Purchasers shall have received the approval of its credit committee of the transactions contemplated hereby.              Section 6.2 Conditions Precedent to All Purchases.  Each Purchase (including the  initial  Purchase  and  the  Deemed  Exchange)  shall  be  subject  to  the  further  conditions precedent that in the case of each such Purchase:  (a) Servicer shall have delivered to Agent and each Purchaser on or prior to the date of such Purchase, in form and substance satisfactory to Agent  and  each  Purchaser  all  Monthly  Reports  as  and  when due under Section  8.5, and upon Agent’s or any Purchaser’s request, Servicer shall have delivered to Agent and each Purchaser at least three  (3)  days  prior  to such Purchase  an  interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) Agent and each Purchaser shall have received a duly executed Purchase Notice and such other approvals, opinions or documents as Agent or any Purchaser may reasonably request, (d) if required to be in effect pursuant to Section 7.3, the Hedging Agreements shall be in full force and effect and (e) on the  date  of  each  such  Purchase,  the  following  statements  shall  be  true  (and  acceptance  of  the proceeds  of  such  Purchase  shall  be  deemed  a  representation  and  warranty  by  Seller  that  such statements are then true):   17733016439 11089703                  17





 






terms of, the Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to such Originator in respect of the purchase price for such Receivable.              (n)   Certificate of Beneficial Ownership. Promptly following the occurrence of any change that would result in a change to the status as an excluded “Legal Entity Customer” under the Beneficial Ownership Regulation or upon the Agent’s request therefor notwithstanding the Seller’s status as an excluded “Legal Entity Customer”, the Seller shall execute and deliver to the Agent a Certificate of Beneficial Ownership.              Section 7.2 Negative Covenants of The Seller Parties.  Until the date on which the  Aggregate  Unpaids  have  been  indefeasibly  paid  in  full  and  this  Agreement  terminates  in accordance with its terms, each Seller Party hereby covenants, as to itself, that:              (a)   Name Change, Offices and Records.  Such Seller Party will not change its name,  jurisdiction  of  organization,  identity  or  organizational  structure  (within  the  meaning  of Sections  9-503  and/or  9-507  of  the  UCC  of  all  applicable  jurisdictions)  or  relocate  its  chief executive office, principal place of business or any office where Records are kept unless it shall have:   (i)  given  Agent  and  each  Purchaser  at  least  forty-five  (45)  days’  prior  written  notice thereof  and  (ii)  delivered  to  Agent  all  financing  statements,  instruments  and  other  documents requested by Agent and each Purchaser in connection with such change or relocation.              (b)   Change in Payment Instructions to Obligors.  Except as may be required by Agent pursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box, P.O. Box or Collection Account, unless Agent and each Purchaser shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or  a  Collection  Account,  P.O.  Box  or  Lock-Box,  an  executed  Collection  Account  Agreement with respect to the new Collection Account or Lock-Box or P.O. Box; provided, however, that Servicer  may  make  changes  in  instructions  to  Obligors  regarding  payments  if  such  new instructions require such Obligor to make payments to another existing Collection Account.              (c)   Modifications to Contracts and Credit and Collection Policy.  Such Seller Party will not make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(d), Servicer will not extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.              (d)   Sales, Liens.  Seller will not sell, assign (by operation of law or otherwise) or  otherwise  dispose  of,  or  grant  any  option  with  respect  to,  or  create  or  suffer  to  exist  any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect  to,  any  Receivable,  Related  Security  or  Collections,  or  upon  or  with  respect  to  any Contract under which any Receivable arises, or any Lock-Box, P.O. Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Agent and the Purchasers provided for herein), and Seller will   26733016439 11089703                  26





 






            (a)   Seller,  Servicer,  Agent  and  each  Purchaser  hereby  covenants  and  agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any Purchaser that is a special purpose bankruptcy remote entity, it will not  institute  against,  or  join  any  other  Person  in  instituting  against any Purchaser or any such entity  any  bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation  proceedings  or other similar proceeding under the laws of the United States or any state of the United States.              (b)   (b)   Servicer hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all Obligations of Seller, it will not institute against,  or  join  any  other  Person  in  instituting  against,  Seller  any  bankruptcy,  reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.              Section 14.7 Limitation  of Liability.   Except with  respect to  any  claim  arising out of the willful misconduct or gross negligence of Agent or any Purchaser, no claim may be made by any Seller Party or any other Person against Agent or any Purchaser or their respective Affiliates,  directors,  officers,  employees,  attorneys  or  agents  for  any  special,  indirect, consequential  or  punitive  damages  in respect  of  any  claim  for  breach  of  contract  or  any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any  act,  omission  or  event  occurring  in  connection  therewith;  and  each  Seller  Party  hereby waives,  releases  and  agrees  not  to  sue  upon  any  claim  for  any  such  damages,  whether  or  not accrued and whether or not known or suspected to exist in its favor.              Section 14.8 CHOICE  OF  LAW.   THIS  AGREEMENT  SHALL  BE GOVERNED  AND  CONSTRUED IN ACCORDANCE  WITH  THE LAWS OF THE STATE OF ILLINOIS.              Section 14.9 CONSENT  TO  JURISDICTION.   EACH  SELLER  PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED  STATES  FEDERAL  OR  ILLINOIS  STATE  COURT  SITTING  IN  CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT  OR  ANY  DOCUMENT  EXECUTED  BY  SUCH  PERSON  PURSUANT  TO THIS  AGREEMENT  AND  EACH  SELLER  PARTY  HEREBY  IRREVOCABLY  AGREES THAT  ALL  CLAIMS  IN  RESPECT  OF  SUCH  ACTION  OR  PROCEEDING  MAY  BE HEARD  AND  DETERMINED  IN  ANY  SUCH  COURT  AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY  IN  THE  COURTS  OF  ANY  OTHER  JURISDICTION.   ANY  JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST AGENT OR ANY PURCHASER OR ANY  AFFILIATE  OF  AGENT  OR  ANY  PURCHASER  INVOLVING,  DIRECTLY  OR INDIRECTLY,  ANY  MATTER  IN  ANY  WAY  ARISING  OUT  OF,  RELATED  TO,  OR CONNECTED  WITH  THIS  AGREEMENT  OR  ANY DOCUMENT EXECUTED BY  SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.   46733016439 11089703                  46





 






      WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.                                      PDC FUNDING COMPANY II, LLC                                      By:________________________________                                     Name:       Karsten R. Williams                                     Title:      Vice President and Treasurer                                      Address:    PDC Funding Company II, LLC                                                 1031 Mendota Heights Road                                                 St. Paul, Minnesota  55120                                      Attention:  Chief Financial Officer                                                 Facsimile:  (651) 686-8984                                      PATTERSON COMPANIES, INC.,                                     as Servicer                                      By:________________________________                                     Name:       Donald J. Zurbay                                     Title:      Chief Financial Officer                                      Address:    Patterson Companies, Inc.                                                 1031 Mendota Heights Road                                                 St. Paul, Minnesota  55120                                      Attention:  Chief Financial Officer                                     Facsimile:  (651) 686-8984   733016439 11089703                   S- 1 Amended and Restated  Contract Purchase Agreement 733016439 11089703





 






                                  EXHIBIT I                                  DEFINITIONS        As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):        “2006 ESOP Note” means that certain ESOP Note dated September 11, 2006 payable by the Patterson Companies, Inc. Employee Stock Ownership Trust to the order of Patterson Companies, Inc., a Minnesota corporation, and its permitted successors and assigns (including, without limitation, a debtor in possession on its behalf) and certain of its domestic subsidiaries, in the original principal amount of $105,000,000.00.        “3D Cone Receivable” means a Receivable originated by PDSI that arises from the sale or financing (or servicing) of 3D Cone Beam technology.         “3D Cone Beam Receivable” means a Receivable originated by PDSI that arises from the sale or financing of 3D Cone Beam technology.        “Accrual  Period”  means  each  Fiscal  Month,  provided  that  the  initial  Accrual  Period hereunder means the period from (and including) the date hereof to (and including) the last day of the Fiscal Month thereafter.        “ACH Receipts” means funds received in respect of Automatic Debit Collections.        “Acquisition” means any transaction, or any series of related transactions, consummated on  or  after  April  30,  2011,  by  which  PDCo  or  any  of  its  Subsidiaries  (i)  acquires  any  going concern  business  or  all  or  substantially  all  of  the  assets  of  any  Person,  or  division  thereof, whether  through  purchase  of  assets,  merger  or  otherwise  or  (ii)  directly  or  indirectly  acquires from  one  or  more  Persons  (in  one  transaction  or  as  the  most  recent  transaction  in  a  series  of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership  interests of a partnership or limited liability company of any Person.        “Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.          “Affiliate”  means,  with  respect  to  any  Person,  any  other  Person  directly  or  indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person.  A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.        “Agent” has the meaning set forth in the preamble to this Agreement.                               Exh. I- 1733016439 11089703 Exh. I- 1





 






      “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.        “Broken Funding Costs” means for any Capital of any Purchaser which: (i) is reduced without  compliance  by  Seller  with  the  notice  requirements  hereunder  or  (ii)  is  otherwise transferred  or  terminated on the date prior to the date on which it was originally scheduled to end;  an  amount  equal  to  the  excess,  if  any,  of  (A)  Purchaser  Yield  that  would  have  accrued during  the  remainder  of  the  Rate  Tranche  Periods  subsequent  to  the  date  of  such  reduction, assignment,  transfer,  funding  or  termination  of  such  Capital  if  such  reduction,  assignment, transfer, funding or termination had not occurred, over (B) the income, if any, actually received net of any costs of redeployment of funds during the remainder of such period by the holder of such Capital from investing the portion of such Capital not so allocated.        “Business Day” means any day on which banks are not authorized or required to close in New York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are carried on in the London interbank market.        “Capital” means at any time with respect to the Asset Portfolio and any Purchaser, an amount  equal  to  (A)  the  amount  of  Cash  Purchase  Price  paid  by  such  Purchaser  to  Seller  for Purchases  pursuant  to  Sections  1.1  and  1.2,  minus  (B)  the  sum  of  the  aggregate  amount  of Collections  and  other  payments  received  by  Agent  or  such  Purchaser,  as  applicable,  which  in each  case  are  applied  to  reduce  such  Purchaser’s  Capital  in  accordance  with  the  terms  and conditions of this Agreement; provided that such Capital shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.        “Cap Strike Rate” means 3.25%, or such other applicable “cap strike rate” approved by Agent and specified as such in the applicable Hedging Agreement in effect at such time.        “Cash Purchase Price” means, with respect to any Purchase of any portion of the Asset Portfolio, the amount paid to Seller for such portion of the Asset Portfolio which shall not exceed the least of (i) the amount requested by Seller in the applicable Purchase Notice, (ii) the unused portion  of  the  Purchase  Limit  on  the  applicable  Purchase  date,  taking  into  account  any  other proposed Purchase requested on the applicable Purchase date and (iii) the excess, if any, of the Net Portfolio  Balance (less  the  Credit Enhancement) on  the  applicable Purchase date over the aggregate  outstanding  amount  of  the  Aggregate  Capital  determined  as  of the date of the  most recent  Monthly  Report,  taking  into  account  any  other  proposed  Purchase  requested  on  the applicable Purchase date.        “CEREC Receivable” means a Receivable originated by PDSI that arises from the sale or financing (or servicing) by PDSI of ceramic reconstruction machinery that was manufactured by or on behalf of Sirona Dental Systems, Inc.        “Certificate  of  Beneficial  Ownership”  means  a  certification  regarding  beneficial ownership of the applicant as required by the Beneficial Ownership Regulation.                               Exh. I- 3733016439 11089703 Exh. I- 3





 






      “P.O. Box” means a locked postal box located in a United States post office to which Obligors remit payments of Receivables.        “Postal  Notice”  means  a  notice  from  Patterson  Companies,  Inc.  directing  the  United States post office where any P.O. Box is located to transfer control of such P.O. Box to Agent, which notice shall be substantially in the form of Exhibit XII.        “Potential Amortization Event” means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.        “Prior  Agreement”  has  the  meaning  set  forth  in  the  Preliminary  Statements  to  this Agreement.        “Prime Rate” means a rate per annum equal to the prime rate of interest announced from time  to  time  by  FTB  or  its  parent  (which  is  not  necessarily  the  lowest  rate  charged  to  any customer), changing when and as said prime rate changes.        “Principal Collections” means Collections other than Finance Charge Collections.        “Proposed Reduction Date” has the meaning set forth in Section 1.3.        “Pro Rata Share” means, for each Purchaser, a percentage equal to (i) the Commitment of such Purchaser, divided by (ii) the aggregate amount of all Commitments of all Purchasers.        “Purchase” has the meaning set forth in Section 1.1(a).        “Purchase Limit” means $100,000,000, as such amount may be modified in accordance with the terms of Section 4.6(b).        “Purchase Notice” has the meaning set forth in Section 1.2(a).        “Purchase  Termination  Date”  means August  2,  2019,July  31,  2020,  as  extended  by mutual agreement of Seller, Agent and one or more Purchasers.        “Purchasers” has the meaning set forth in the preamble in this Agreement.        “Purchaser Yield” means for each respective Rate Tranche Period relating to any Capital (or portion thereof) of any of the Purchasers, an amount equal to the product of the applicable Discount Rate for such Capital (or portion thereof) multiplied by the Capital (or portion thereof) of such Purchaser for each day elapsed during such Rate Tranche Period, annualized on a 360 day basis.         “Purchasing Purchaser” has the meaning set forth in Section 12.1(b).        “Qualified  Acquisition”  means  any  acquisition  of  either  or  both  the  capital  stock  or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of indebtedness  incurred  by  the  PDCo  and  its  Subsidiaries  to  finance  the  purchase  price  of,  or                               Exh. I-19733016439 11089703 Exh. I-19





 






      “Thompson Note” means that certain Promissory Note dated April 1, 2002 payable by GreatBanc Trust Company, solely in its capacity as trustee of the Thompson Dental Company Employee Stock Ownership Plan and Trust, to the order of Thompson Dental Company, in the original principal amount of $12,611,503.67.        “Transaction  Documents”  means,  collectively,  this  Agreement,  the  Prior  Agreement, each  Purchase  Notice,  the  Receivables  Sale  Agreement,  the  Performance  Undertaking,  the Intercreditor  Agreement,  each  Collection  Account  Agreement,  the  Hedging  Agreements,  each Fee Letter, the Subordinated Note (as defined in the Receivables Sale Agreement), the Closing Date Assignment Agreement and all other instruments, documents and agreements executed and delivered  in  connection  herewith  or  in  connection  with  the  Prior  Agreement,  in  each  case,  as amended, restated, supplemented or otherwise modified from time to time.        “Twelfth Amendment Date” means August 2, 2019.         “UCC”  means  the  Uniform  Commercial  Code  as  from  time  to  time  in  effect  in  the specified jurisdiction.        “Veterinary  Receivable”  means  a  Receivable  arising  from  the  sale  or  financing  by Webster of veterinary equipment.        “Webster”  means  Webster  Veterinary  Supply,  Inc.,  a  Minnesota  corporation,  together with its successors and assigns.        All  accounting  terms  defined  directly  or  by  incorporation  in  this  Agreement  or  the Receivables  Sale  Agreement  shall  have  the  defined  meanings  when  used  in  any  certificate  or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement,  the  Receivables  Sale  Agreement  and  all  such  certificates  and  other  documents, unless the context otherwise requires: (a) accounting terms not specifically defined herein shall be construed in accordance with GAAP; (b) all terms used in Article 9 of the UCC in the State of Illinois,  and  not  specifically  defined  herein,  are  used  herein  as  defined  in  such  Article  9;  (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used)  as  a whole and not  to any particular provision  of such agreement (or such certificate or document); (e) references to any Section are references to such Section in such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection,  clause  or  other  subdivision  of  such  Section  or  definition;  (f)  the  term  “including” means “including without limitation”; (g) references to any law, rule, regulation, or directive of any  governmental  or  regulatory  authority  refer  to  such  law,  rule,  regulation,  or  directive,  as amended  from  time  to  time  and  include  any  successor  law,  rule,  regulation,  or  directive;  (h) references  to  any  agreement  refer  to  that  agreement  as  from  time  to  time  amended  or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date                               Exh. I-24733016439 11089703 Exh. I-24