exhibit10110262019






Exhibit 10.1                                                            EXECUTION VERSION         AMENDMENT NO. 15 TO THIRD AMENDED AND RESTATED RECEIVABLES                                PURCHASE AGREEMENT            This  AMENDMENT  NO.  15  TO  THIRD  AMENDED  AND  RESTATED     RECEIVABLES PURCHASE AGREEMENT (this      “Amendment”) is entered into as of the 9th    day of August 2019 by and among MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ,    Ltd.) (“MUFG”), as a Purchaser Agent (in such capacity, the “MUFG Purchaser Agent”), as a    Financial  Institution  and  as  the  Agent  (in  such  capacity,  the  “Agent”),  Victory  Receivables    Corporation, as a Conduit (the “MUFG Conduit”), PDC Funding Company, LLC, as the Seller    (the  “Seller”),  Patterson  Companies,  Inc.  (“PDCo”),  as  the  Servicer  (the  “Servicer”),  Royal    Bank of Canada (“RBC”), as a Purchaser Agent (in such capacity, the “RBC Purchaser Agent”)    and  as  a  Financial  Institution,  and  Thunder  Bay  Funding,  LLC,  as  a  Conduit  (the  “RBC    Conduit”).                               PRELIMINARY STATEMENTS           A.    MUFG, as a Financial Institution and as a Purchaser Agent, the MUFG Conduit,    the Agent, RBC, as a Financial Institution and as a Purchaser Agent, the RBC Conduit, the Seller    and the Servicer are parties to that certain Third Amended and Restated Receivables Purchase    Agreement,  dated  as  of  December  3,  2010  (as  amended,  modified,  restated  or  otherwise    supplemented through the date hereof, the “Purchase Agreement”).           B.    Concurrently herewith, the parties hereto are entering into that certain Fourteenth    Amended and Restated Fee Letter (the “Amended Fee Letter”).           C.    Each  of  the  parties  hereto  desires  to  modify  the  Purchase  Agreement  upon  the    terms hereof.           NOW, THEREFORE, in consideration of the mutual agreements herein  contained, and    for  other  good  and  valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby    acknowledged, the parties hereto hereby agree as follows:                                      AGREEMENT           SECTION 1.  Definitions.  Capitalized terms used and not otherwise defined herein are     used with the meanings set forth, or incorporated by reference, in the Purchase Agreement.               SECTION 2.  Amendments  to  the  Purchase  Agreement.   Exhibit  I  of  the  Purchase     Agreement is hereby amended as follows:                  (a)   The  definition  of  “Liquidity  Termination  Date”  is  hereby  amended  by           replacing the  date  “August 9,  2019”  where  it  appears  therein with  the  date  “August  7,           2020”.        733057974 10446458 





 






            (b)   Clause (ii) of the definition of “Net Portfolio Balance” is hereby amended        by  deleting  the  percentage  “7.5%”  where  it  appears  therein  and  substituting  the        percentage “10.0%” therefor.               (c)   Clause (iii) of the definition of “Net Portfolio Balance” is hereby amended        by  deleting  the  percentage  “1.5%”  where  it  appears  therein  and  substituting  the        percentage “0.5%” therefor.               (d)   Clause (iv) of the definition of “Net Portfolio Balance” is hereby amended        by  deleting  the  percentage  “2.0%”  where  it  appears  therein  and  substituting  the        percentage “0.5%” therefor.         SECTION 3.  Conditions  to  Effectiveness.   The  amendments  set  forth  above  shall  be  effective as of the date hereof upon the satisfaction of the following conditions precedent:         (a)   Execution  of  Amendment.   The  Agent  shall  have  received  counterparts  of  this  Amendment, duly executed by each of the parties hereto.         (b)   Execution of Amended Fee Letter.  The Agent shall have received counterparts of  the Amended Fee Letter, duly executed by each of the parties thereto.         (c)   Renewal Fee.  The Agent shall have received confirmation from each Purchaser  Agent that the “Renewal Fee” (as defined in the Amended Fee Letter) payable to such Purchaser  Agent under the Amended Fee Letter has been paid in full in accordance with the terms of the  Amended Fee Letter.         (d)   Monthly Report. The Agent shall have a pro forma Monthly Report prepared after  giving effect to the transactions contemplated by this Amendment.         (e)   Representations  and  Warranties.  As  of  the  date  hereof,  both  before  and  after  giving  effect  to  this  Amendment,  all  of  the  representations  and  warranties  contained  in  the  Purchase Agreement and in each other Transaction Document shall be true and correct as though  made on and as of the date hereof.         (f)   No Amortization Event or Potential  Amortization Event. As  of  the  date  hereof,  both  before  and  after  giving  effect  to  this  Amendment,  no  Amortization  Event  or  Potential  Amortization Event shall have occurred and be continuing.         SECTION 4.  Certain  Representations  and  Warranties.   Each  of  the  Seller  and  the  Servicer hereby represents and warrants to each of the other parties hereto that:          (a)   Both  before  and  after  giving  effect  to  this  Amendment,  all  of  its  respective  representations and warranties contained in the Purchase Agreement and each other Transaction  Document to which it is a party are true and correct as though made on and as of the date hereof.         (b)   The execution and delivery by it of this Amendment, and the performance of its  obligations under this Amendment, the Purchase Agreement (as amended hereby) and the other  Transaction Documents to which it is a party are within its corporate powers and have been duly   733057974 10446458                    2 





 






authorized  by  all  necessary  corporate  action  on  its  part,  and  this  Amendment,  the  Purchase  Agreement (as amended hereby) and the other Transaction Documents to which it is a party are  its valid and legally binding obligations, enforceable in accordance with its terms, subject to the  effect of bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement  of creditors’ rights generally.         (c)   No  Amortization  Event  or  Potential  Amortization  Event  has  occurred  and  is  continuing,  or  would  occur  as  a  result  of  this  Amendment  or  the  transactions  contemplated  hereby.         SECTION 5.  References  to  and  Effect  on  the  Purchase  Agreement  and  the  other  Transaction Documents.           (a)   From  and  after  the  effectiveness  of  this  Amendment,  each  reference  in  the  Purchase  Agreement  to  “this  Agreement”,  “hereof”,  “herein”,  “hereunder”  or  words  of  like  import,  and  each  reference  in  each  of  the  other  Transaction  Documents  to  the  “Receivables  Purchase Agreement”, “thereunder”, “thereof” or words of like import, in each case referring to  the Purchase Agreement, shall mean and be, a reference to the Purchase Agreement, as amended  hereby.         (b)   The Purchase  Agreement  (except  as  specifically  amended herein)  and  the  other  Transaction Documents are hereby ratified and confirmed in all respects by each of the parties  hereto and shall remain in full force and effect in accordance with its respective terms.         (c)   The execution, delivery and effectiveness of this Amendment shall not, except as  expressly provided herein, operate as a waiver of or amendment to, any right, power or remedy  of the Agent, any Conduit, any Financial Institution or any Purchaser Agent under, nor constitute  a waiver of or amendment to, any other provision or condition under, the Purchase Agreement or  any other Transaction Document.           SECTION 6.  Reaffirmation  of  Performance  Undertaking.   After  giving  effect  to  this  Amendment, all of the provisions of the Performance Undertaking shall remain in full force and  effect  and  the  Performance  Provider  hereby  ratifies  and  affirms  the  Performance  Undertaking  and  acknowledges  that  the  Performance  Undertaking  has  continued  and  shall  continue  in  full  force and effect in accordance with its terms.         SECTION 7.  Costs and Expenses.  Seller shall reimburse Agent, each Purchaser Agent  and  each  Conduit  on  demand  for  all  costs  and  out-of-pocket  expenses  in  connection  with  the  preparation,  negotiation,  arrangement,  execution,  delivery,  enforcement  and  administration  of  this Amendment, the transactions contemplated hereby and the other documents to be delivered  hereunder  or  in  connection  herewith,  including  reasonable  fees  and  out-of-pocket  expenses  of  legal counsel for any Conduit, any Purchaser Agent and/or Agent with respect thereto.    733057974 10446458                    3 





 






      SECTION 8.  Miscellaneous.            (a)   GOVERNING  LAW.   THIS  AMENDMENT  SHALL  BE  GOVERNED  BY,  AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.         (b)   JURISDICTION.  EACH  OF  THE  SELLER  AND  THE  SERVICER  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  AMENDMENT  OR  ANY  DOCUMENT  EXECUTED  BY  SUCH  PERSON  PURSUANT  TO  THIS  AMENDMENT  AND  EACH  OF  THE  SELLER  AND  THE  SERVICER  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.         (c)   WAIVER  OF  JURY  TRIAL.   EACH  PARTY  HERETO  HEREBY  WAIVES  TRIAL  BY  JURY  IN  ANY  JUDICIAL  PROCEEDING  INVOLVING,  DIRECTLY  OR  INDIRECTLY,  ANY  MATTER  (WHETHER  SOUNDING  IN  TORT,  CONTRACT  OR  OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH  THIS AMENDMENT.         (d)   Transaction Documents.  This Amendment is a Transaction Document executed  pursuant  to  the  Purchase  Agreement  and  shall  be  construed,  administered  and  applied  in  accordance with the terms and provisions thereof.         (e)   Integration.   This  Amendment,  together  with  the  Purchase  Agreement,  contains  the final and complete integration of all prior expressions by the parties hereto with respect to the  subject  matter  hereof  and  shall  constitute  the  entire  agreement  among  the  parties  hereto  with  respect to the subject matter hereof superseding all prior oral or written understandings.           (f)   Severability.  If any one or more of the agreements, provisions or terms of this  Amendment  shall  for  any  reason  whatsoever  be  held  invalid  or  unenforceable,  then  such  agreements,  provisions  or  terms  shall  be  deemed  severable  from  the  remaining  agreements,  provisions and terms of this Amendment and shall in no way affect the validity or enforceability  of the provisions of this Amendment.           (g)   Counterparts.  This Amendment may be executed in any number of counterparts,  and  by  the  different  parties  hereto  on  separate  counterparts,  each  of  which  shall  constitute  an  original, but all together shall constitute one and the same agreement.  Delivery of an executed  counterpart  hereof  by  facsimile,  email  or  other  electronic  means  shall  be  deemed  to  be  an  original.         (h)   Headings.  The captions and headings of this Amendment are included herein for  convenience of reference only and shall not affect the interpretation of this Amendment.               [remainder of page intentionally left blank; signature pages follow]  733057974 10446458                    4 





 












 






IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly  authorized officers as of the date first above written.                                       MUFG BANK, LTD.,                                      as the Agent                                       By:                                      Name:                                      Title:                                       MUFG BANK, LTD.,                                       as a Financial Institution                                       By:                                      Name:                                      Title:                                       MUFG BANK, LTD.,                                       as a Purchaser Agent                                       By:                                      Name:                                      Title:                                       VICTORY RECEIVABLES CORPORATION,                                      as a Conduit                                       By:                                      Name: hÉîáå=gK=`çêêáÖ~å                                     Title: sáÅÉ=mêÉëáÇÉåí   733057974 10446458                   S-1                  Amendment No. 15 to 3rd A&R RPA