exhibit10401262019






                               Exhibit 10.4                                                         EXECUTION VERSION                                                                    (PDC Funding II LLC)                             ELEVENTH AMENDMENT                                     TO THE                           AMENDED AND RESTATED                      CONTRACT PURCHASE AGREEMENT         This  ELEVENTH  AMENDMENT  TO  THE  AMENDED  AND  RESTATED  CONTRACT PURCHASE AGREEMENT (this “Amendment” is entered into as of December  14,  2018  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;    730771657 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 Seventh 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 Seventh Amended and Restated Fee Letter has been paid in full in accordance        with the terms of such Seventh 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  730771657 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  Agreeement),  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  730771657 11089703  





 






 





 






 





 






 





 






                                   Exhibit A                                     (Attached)    730771657 11089703  





 






           EXHIBIT A to  TenthEleventh Amendment, dated as of August 3,December 14, 2018                             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   730772126 11089703 





 






                                  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   iv730772126 11089703                   iv 





 






      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:       Jeffrey J. StangKarsten 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:       R. Stephen ArmstrongDonald J.                                      Zurbay                                     Title:      Executive Vice President, Chief Financial Officer and Treasurer                                      Address:    Patterson Companies, Inc.                                                 1031 Mendota Heights Road                                                 St. Paul, Minnesota  55120                                      Attention:  Chief Financial Officer                                     Facsimile:  (651) 686-8984   730772126 11089703                   S- 1 Amended and Restated  Contract Purchase Agreement 730772126 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- 1730772126 11089703 Exh. I- 1 





 






respect  to  any  individual  Purchase  hereunder,  its  Pro  Rata  Share  of  the  Cash  Purchase  Price therefor.        “Concentration  Limit”  means,  at  any  time,  for  any  Obligor,  2%  of  the  aggregate Outstanding Balance of all Eligible Receivables, or such other amount (a “Special Concentration Limit”) for such Obligor designated by Agent and consented to by each Purchaser; provided, that in  the  case  of  an  Obligor  and  any  Affiliate  of  such  Obligor,  the  Concentration  Limit  shall  be calculated as if such Obligor and such Affiliate are one Obligor; and provided, further, that Agent may, upon not less than three Business Days’ notice to Seller, cancel any Special Concentration Limit.        “Consent Notice” has the meaning set forth in Section 4.6(a).        “Consent Period” has the meaning set forth in Section 4.6(a).        “Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability  of  any  other  Person,  or  agrees  to  maintain  the  net  worth  or  working  capital  or  other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract  or  application  for  a  letter  of  credit  or  the  obligations  of  any  such  Person  as  general partner of a partnership with respect to the liabilities of the partnership.        “Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices  or  other  writings  pursuant  to  which  such  Receivable  arises  or  which  evidences  such Receivable.        “Credit  Agreement”  means  the  Amended  and  Restated Credit  Agreement,  dated on or about  January  27,  2017  (as  it  may  be  amended,  restated, supplemented or otherwise modified from time to time) by and among PDCo, the lenders from time to time party thereto, and MUFG Bank, Ltd., as administrative agent.        “Credit and Collection Policy” means Seller’s and/or the applicable Originator’s credit and collection policies and practices relating to Contracts and Receivables existing on the date of the Prior Agreement and summarized in Exhibit VIII hereto, as modified from time to time in accordance with this Agreement.        “Credit Enhancement” means, on any date, an amount equal to the product of (i) the Net Portfolio Balance as of the close of business of Servicer on such date, multiplied by (ii) the sum of (x) the greater of (a) 11.00% and (b) the product of (I) the Loss Multiple multiplied by (II) the sum (i) 1.0 plus (ii) 20.0% of the Weighted Average Remaining Months Without Repayment on such date multiplied by (III) the average Loss-to-Liquidation Ratio for the immediately preceding four Fiscal Months plus (y) the average Dilution Ratio for the immediately preceding three Fiscal Months.        “Deemed Collections” means the aggregate of all amounts Seller shall have been deemed to have received as a Collection of a Receivable.  If at any time, (i) the Outstanding Balance of                              Exh. I- 5730772126 11089703 Exh. I- 5 





 






            (xxiv) that, if such Receivable is an EagleSoft Computer Receivable (also referred  to  as  a  “Patterson  Computer  Receivable”),  the  Outstanding  Balance  thereof, when  added  to  the  Outstanding  Balance  of  all  other  EagleSoft  Computer  Receivables, does not exceed 2% of the aggregate Outstanding Balance of all Eligible Receivables,              (xxv) that if such Receivable is a Large Receivable for which the related Contract requires that payment in full of the Outstanding Balance of such Receivable be made later than 64 months after the date such Receivable was originated, the Outstanding Balance  thereof  when  added  to  the  Outstanding  Balance  of  all  other  such  Large Receivables, does not exceed 15% of the aggregate Outstanding Balance of all Eligible Receivables,              (xxvi) that  if  such  Receivable  is  a  Discounted  Receivable,  the Outstanding  Balance  thereof  when  added  to  the  Outstanding  Balance  of  all  other  such Discounted Receivables, does not exceed 5% of the aggregate Outstanding Balance of all Eligible Receivables,              (xxvii) that if such Receivable is an Extended Discounted Receivable, (a) the Outstanding Balance thereof when added to the Outstanding Balance of all other such Extended Discounted Receivables, does not exceed 2010% of the aggregate Outstanding Balance of all Eligible Receivables and (b) the Obligor thereof has a credit score of 720 or higher from TransUnion or Experian,              (xxviii)    that, together with the related Contract, has not been sold, assigned or pledged by the applicable Originator or Seller, except pursuant to the terms of the Receivables Sale Agreement and this Agreement,              (xxix) that  if  such  Receivable  is  an  EagleSoft  Software  Receivable,  the Obligor thereof has made at least three payments on such Receivable,              (xxx) the Obligor of which is not (a) with respect to (x) any Obligor that (A) has a credit score of 720 or higher from TransUnion or Experian, (B) has five years of payment history with the Servicer and its Affiliates, (C) has a supply account and finance account that is current and (D) is purchasing monthly from the Servicer and its Affiliates and is not subject to any purchase restrictions, the Obligor of other Receivables with an aggregate  Outstanding  Balance  in  excess  of  $750,000  or  (y)  with  respect  to  any  other Obligor,  the  Obligor  of  other  Receivables  with  an  aggregate  Outstanding  Balance  in excess  of  $500,000  or  (b)  the  Group  Practice  Obligor  of  other  Receivables  with  an aggregate Outstanding Balance in excess of $700,000,              (xxxi) with respect to which there is only one executed copy of the related Contract, which may be executed in counterparts and received by facsimile or electronic mail, and which will, together with the related records be held by Servicer as bailee of Agent and the  Purchasers,  and  no other custodial agreements are in effect with respect thereto,              (xxxii) that excludes residual value and any maintenance component,                        Exh. I-10730772126 11089703 Exh. I-10 





 






                  (xxxiii)      that  if  such  Receivable  is  a  Discounted  Receivable  or  a       Skip  Receivable,  the  Outstanding  Balance  thereof  when  added  to  the  Outstanding       Balance of all other such Discounted Receivables and Skip Receivables, does not exceed       10% of the aggregate Outstanding Balance of all Eligible Receivables,                    (xxxiv)  that  if  such  Receivable  is  an  Extended  Skip  Receivable,  the       Outstanding  Balance  thereof  when  added  to  the  Outstanding  Balance  of  all  other  such       Extended  Skip  Receivables,  does  not  exceed 2010%  of  the  aggregate  Outstanding       Balance of all Eligible Receivables,                    (xxxv) that  if  such  Receivable  is  an  Extended  Skip  Receivable,  no       required payment, or part thereof, in connection with such Receivable remains unpaid for       30 days or more from the original due date for such payment,                    (xxxvi)  that  if  such  Receivable  is  a  Special  Market  Receivable,  the       Outstanding  Balance  thereof  when  added  to  the  Outstanding  Balance  of  all  other  such       Special Market Receivables, does not exceed 5% of the aggregate Outstanding Balance of       all Eligible Receivables,                    (xxxvii)    that  if  such  Receivable  is  a  Large  Extended  Discount       Receivable, the Outstanding Balance thereof when added to the Outstanding Balance of       all  other  such  Large  Extended  Discount  Receivable,  does  not  exceed  2.5%  of  the       aggregate Outstanding Balance of all Eligible Receivables, and                    (xxxviii)   that  if  such  Receivable  is  a  Large  Individual  Obligor       Receivable, the Outstanding Balance thereof when added to the Outstanding Balance of       all other such Large Individual Obligor Receivable, does not exceed 5% of the aggregate       Outstanding Balance of all Eligible Receivables.        “ERISA”  means  the  Employee  Retirement  Income  Security  Act  of  1974,  as  amended from time to time.        “ESOP”  means  the  Patterson  Companies,  Inc.  Employee  Stock  Ownership  Plan,  as amended and restated effective May 1, 2011, as amended.        “Excess  Spread”  means,  as  of  the  last  day  of  any  Fiscal  Month,  the  sum  of  (i)  the weighted average annual percentage rate accruing on the Receivables, minus (ii) 1%, minus (iii) the Cap Strike Rate, minus (iv) the Program Fee Rate (as defined in each Fee Letter).        “Extended  Discounted  Receivable”  means  a  Receivable  that  arises  under  a  Contract pursuant to which the first installment payment thereunder is required to be made at least five (5) months, but not more than twelve (12) months, after the contract inception; provided that such Receivable shall cease to be an Extended Discounted Receivable after the date on which the first installment payment thereunder is required to be paid and shall at all times thereafter be deemed to be an “Extended Skip Receivable”; provided further, if the first six payments thereunder are made  in  full  in  consecutive  months,  such  Receivable  shall  no  longer  be  deemed  to  be  an “Extended Skip Receivable.”                              Exh. I-11730772126 11089703 Exh. I-11 





 






      “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.        “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.        “Weighted  Average  Remaining  Months  Without  Repayment”  means,  on  any  date  of determination, the number of months following such date of determination equal to:        (a)   the sum, with respect to each Extended Discounted Receivable of the product of (i)  the  number  of  months  remaining  under  the  related  Contract  for each Extended  Discounted Receivable for which the related Obligor is not required to make an installment payment for such month, times (ii) the Outstanding Balance of such Extended Discounted Receivable;        divided by:        (b)   the  aggregate  Outstanding  Balance  at  such  time  of  all  Extended  Discounted Receivables.        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,                              Exh. I-24730772126 11089703 Exh. I-24