exhibit10501262019






                            Exhibit 10.5                                                          EXECUTION VERSION                              OMNIBUS AMENDMENT          This OMNIBUS AMENDMENT (this “Amendment”), dated as of October 9, 2018 is:        (i)    AMENDMENT  NO.  14  TO  THIRD  AMENDED  AND  RESTATED     RECEIVABLES  PURCHASE  AGREEMENT  (the      “RPA  Amendment”)  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”);      and       (ii)     AMENDMENT  NO.  4  TO  RECEIVABLES  SALE  AGREEMENT  (the  “RSA     Amendment”)  by  and  among  PDC  Funding  Company,  LLC,  a  Minnesota  limited  liability     company (“Buyer”), Patterson Dental Supply, Inc., a Minnesota corporation (“PDSI”), and     Patterson  Veterinary  Supply,  Inc.  (f/k/a  Webster  Veterinary  Supply,  Inc.),  a  Minnesota     corporation (“Webster”).                             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.    Buyer, PDSI and Webster are parties to that certain Receivables Sale Agreement,   dated as of May 10, 2002 (as amended, modified, restated or otherwise supplemented through   the date hereof, the “Sale Agreement”).          C.    Each of the parties hereto desires to modify the Purchase Agreement and the Sale   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.        729983120 10446458  





 






      SECTION 2.  Amendments  to  the  Purchase  Agreement.   The  Purchase  Agreement  is  hereby amended as shown on the marked pages set forth on Exhibit A attached hereto.         SECTION 3.  Amendment to the Sales Agreement.  The definition of “Purchase Date”  set forth in Exhibit I of the Sales Agreement is hereby amended by deleting the term “Business  Day”  where it appears therein and substituting the term “day” therefor.          SECTION 4.  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)   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, in the Sale Agreement and in each other Transaction Document shall be  true and correct as though made on and as of the date hereof.         (c)   No Amortization Event or Potential  Amortization Event. As  of  the  date  hereof,  both  before  and  after  giving  effect  to  this  Amendment,  no  Amortization  Event,  Termination  Event, Potential Amortization Event or Potential Termination Event shall have occurred and be  continuing.         SECTION 5.  Certain  Representations  and  Warranties.   Each  of  the  Seller,  each  Originator  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, in the Sale 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),  the  Sale  Agreement (as amended hereby) and the other Transaction Documents to which it is a party are  within its corporate powers and have been duly authorized by all necessary corporate action on  its part, and this Amendment, the Purchase Agreement (as amended hereby), the Sale 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,  Termination  Event,  Potential  Amortization  Event  or  Potential Termination Event has occurred and is continuing, or would occur as a result of this  Amendment or the transactions contemplated hereby.         SECTION 6.  References to and Effect on the Purchase Agreement, Sale Agreement and  the other Transaction Documents.     729983120 10446458                    2  





 






      (a)   From  and  after  the  effectiveness  of  this  Amendment,  (i)  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 and (ii) each reference in the Sale 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  Sale  Agreement”,  “thereunder”,  “thereof”  or  words  of  like  import, in each case referring to the Sale Agreement, shall mean and be, a reference to the Sale  Agreement, as amended hereby.         (b)   The Purchase Agreement and the Sale 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,  the Sale Agreement or any other Transaction Document.           SECTION 7.  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 8.  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.         SECTION 9.  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,  EACH  ORIGINATOR  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,  EACH  ORIGINATOR  AND  THE  SERVICER  HEREBY  IRREVOCABLY  AGREES  THAT  ALL    729983120 10446458                    3  





 






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  the  Sale  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  and  the  Sale  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 respective  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]   729983120 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:                                      Title:    729983120 10446458                   S-1                          Omnibus Amendment 





 






 





 






 





 






 





 






                                 EXHIBIT A                                    (Attached)    729983120 10446458  





 






                                                                      Exhibit A                Conformed through 1314th Amendment, dated August 10,October 9, 2018                          THIRD AMENDED AND RESTATED                     RECEIVABLES PURCHASE AGREEMENT                              dated as of December 3, 2010                                       among                       PDC FUNDING COMPANY, LLC, as Seller,                     PATTERSON COMPANIES, INC., as Servicer,                          THE CONDUITS PARTY HERETO,                  THE FINANCIAL INSTITUTIONS PARTY HERETO,                     THE PURCHASER AGENTS PARTY HERETO                                        and         MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.)                                    as Agent   729983207 10446458 





 






                          INDEX OF DEFINED TERMS                   DEFINED IN THE BODY OF THE AGREEMENT  Affected Financial Institution                                           4648 Agent                                                                       1 Agent’s Account                                                             6 Aggregate Reduction                                                         5 Amortization Event                                                       3536 Asset Portfolio                                                             4 Assignment Agreement                                                     4647 Conduits                                                                    1 Consent Notice                                                           1314 Consent Period                                                           1314 Deemed Exchange                                                             5 Extension Notice                                                         1314 Financial Institutions                                                      1 Indemnified Amounts                                                      3839 Indemnified Party                                                        3839 MUFG                                                                        1 MUFG Conduit                                                                1 MUFG Roles                                                               5355 Non-Renewing Financial Institution                                       1314 Obligations                                                                 6 Other Costs                                                              4243 Other Sellers                                                            4243 Participant                                                              4748 Payment Instruction                                                         5 PDCo                                                                        1 Prior Agreement                                                             1 Proposed Reduction Date                                                     4 Purchase                                                                    2 Purchase Notice                                                             2 Purchaser Agent Roles                                                    5355 Purchaser Agents                                                            1 Purchasing Financial Institutions                                        4647 Ratings Request                                                          4142 Reduction Notice                                                            4 Required Ratings                                                         4142 RPA Deferred Purchase Price                                                56 Seller                                                                      1 Seller Parties                                                              1 Seller Party                                                                1 Servicer                                                                 3233 Servicing Fee                                                            3536 Terminating Financial Institution                                        1415 Terminating Rate Tranche                                                   12 Termination Date                                                            8 Termination Percentage                                                      8                                          v 729983207 10446458 





 






                                                    THIRD AMENDED AND RESTATED                                                 RECEIVABLES PURCHASE AGREEMENT                                   ARTICLE I                          PURCHASE ARRANGEMENTS              Section 1.1 Purchase Facility.                    (a)   Upon the terms and subject to the conditions hereof, during the period from the date hereof to but not including the Facility Termination Date, Seller shall sell and assign, as described in Section 1.2(b), the Asset Portfolio to Agent for the benefit of the Purchasers, as applicable.  In accordance with the terms and conditions set forth herein, each Conduit may, at its option, instruct Agent to make cash payments to Seller of the related Cash Purchase Price in respect of the Asset Portfolio (each such cash payment, a “Purchase”) on behalf of such Conduit, or if any Conduit shall decline to make such Purchase, Agent shall make such Purchase, on behalf of such declining Conduit’s Related Financial Institutions, in each case and from time to time in an aggregate amount not to exceed at such time (i) in the case of each Conduit, its Conduit Purchase Limit 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 Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, 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 Conduit Purchase Limits for all of the Conduits shall also be terminated in whole or reduced in part, ratably among the Conduits, by an amount equal to such termination or reduction in the Purchase Limit.              Section 1.2 Increases; Sale of Asset Portfolio.                    (a)   Increases.  Seller shall provide Agent and each Purchaser Agent with at least two Business Days’ (or if the date of such Purchase will be other than a Settlement  Date, three Business Days’) prior notice in a form set forth as Exhibit II hereto of each Purchase (a “Purchase Notice”).  Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable, shall specify the requested Cash Purchase Price (which shall not be less than $10,000,000 and in additional increments of $100,000) and the requested date of such Purchase (which, in the case of any Purchase (after the initial Purchase and Deemed  Exchange hereunder), shall only shall be on a Settlement Date or any other Business Day so long  as no more than one Purchase occurs each calendar month on a date other than a Settlement  Date) and, in the case of a Purchase, if the Cash Purchase Price thereof is to be funded by any of the Financial Institutions, 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).  Following receipt of a Purchase Notice, Agent will promptly notify the MUFG Conduit of such Purchase Notice, each Purchaser Agent will promptly notify the Conduit in such Purchaser Agent’s Purchaser Group of such Purchase Notice and Agent and each                                           2 729983207 10446458 





 






                                                    THIRD AMENDED AND RESTATED                                                 RECEIVABLES PURCHASE AGREEMENT                                   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 and each Purchaser Agent shall have received on or before the date of such Purchase those documents listed on Schedule B, Agent, (b) each Purchaser Agent and 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 and each Purchaser 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 Agent on or prior to the date of such Purchase, in form and substance satisfactory to Agent and each Purchaser Agent, all Monthly Reports as and when due under Section 8.5, and upon Agent’s or any Purchaser Agent’s request, Servicer shall have delivered to Agent and each Purchaser Agent 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 Agent shall have received a duly executed Purchase Notice and such other approvals, opinions or documents as Agent or any Purchaser Agent 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; (e) if the date of such Purchase will be other  than a Settlement Date, 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 Agent,  a pro-forma Monthly Report after giving effect to such Purchase and all Receivables purchased  by Seller under the Receivables Sale Agreement on or prior to such date of Purchase and (f) 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):                          (i)   the representations and warranties set forth in Section 5.1       are true and correct on and as of the date of such Purchase as though made on and as of       such date;                          (ii)  no event has occurred and is continuing, or would result       from such Purchase, that will constitute an Amortization Event, and no event has       occurred and is continuing, or would result from such Purchase, that would constitute a       Potential Amortization Event; and                          (iii) the Aggregate Capital does not exceed the Purchase Limit       and the Net Portfolio Balance equals or exceeds the sum of (i) the Aggregate Capital, plus                                          21 729983207 10446458 





 






                                                    THIRD AMENDED AND RESTATED                                                 RECEIVABLES PURCHASE AGREEMENT        (ii) the Credit Enhancement, in each case, both immediately before and after giving effect       to such Purchase.                                  ARTICLE VII                                  COVENANTS              Section 7.1 Affirmative 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, as set forth below:                    (a)   Financial Reporting.  Such Seller Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to Agent and each Purchaser Agent:                          (i)   Annual Reporting.  Within 90 days after the close of each       of its respective fiscal yearsFiscal Years, (x) audited, unqualified consolidated financial       statements (which shall include balance sheets, statements of income and retained       earnings and a statement of cash flows) for PDCo and its consolidated Subsidiaries for       such fiscal yearFiscal Year certified in a manner acceptable to Agent by independent       public accountants acceptable to Agent and (y) unaudited balance sheets of Seller as at       the close of such fiscal yearFiscal Year and statements of income and retained earnings       and a statement of cash flows for Seller for such fiscal yearFiscal Year, all certified by its       chief financial officer.  Delivery within the time period specified above of PDCo’s annual       report on Form 10-K for such fiscal yearFiscal Year (together with PDCo’s annual report       to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange       Act of 1934, as amended) prepared in accordance with the requirements therefor and filed       with the Securities and Exchange Commission shall be deemed to satisfy the       requirements of clause (x) of this Section 7.1(a)(i), provided that the report of the       independent public accountants contained therein is acceptable to Agent.                          (ii)  Quarterly Reporting.  Within 45 days after the close of the       first three (3) quarterly periods of each of its respective fiscal yearsFiscal Years,       unaudited balance sheets of PDCo as at the close of each such period and statements of       income and retained earnings and a statement of cash flows for PDCo for the period from       the beginning of such fiscal yearFiscal Year to the end of such quarter, all certified by its       chief financial officer.  Delivery within the time period specified above of copies of       PDCo’s quarterly report Form 10-Q for such fiscal quarter prepared in accordance with       the requirements therefor and filed with the Securities and Exchange Commission shall       be deemed to satisfy the foregoing requirements of this Section 7.1(a)(ii).                          (iii) Compliance Certificate.  Together with the financial       statements required hereunder, a compliance certificate in substantially the form of       Exhibit V signed by such Seller Party’s Authorized Officer and dated the date of such       annual financial statement or such quarterly financial statement, as the case may be.                                          22 729983207 10446458 





 






                                                    THIRD AMENDED AND RESTATED                                                 RECEIVABLES PURCHASE AGREEMENT        “Agreement” means this Third Amended and Restated Receivables Purchase Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.         “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the greater of (i) 0.00% and (ii) the LIBO Rate for a one month period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the LIBO Rate for any day shall be equal to the London interbank offered rate administered by ICE Benchmark Administration Limited (or any person which takes over the administration of that rate) for deposits in U.S. dollars, as published by Reuters (or any successor thereto) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, respectively.        “Amortization Date” means the earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 9.1(d)(ii), (iii) the Business Day specified in a written notice from Agent following the occurrence of any other Amortization Event, (iv) the Business Day specified in a written notice from Agent following the failure to obtain the Required Ratings within 60 days following delivery of a Ratings Request to Seller and Servicer, and (v) the date which is 5 Business Days after Agent’s receipt of written notice from Seller that it wishes to terminate the facility evidenced by this Agreement.        “Amortization Event” has the meaning set forth in Article IX.        “Annual Vintage Pool” means as of any date of determination and with respect to any  Fiscal Year, the pool of Receivables originated by the Originators during such Fiscal Year.        “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Seller, the Servicer, any Originator or any of their respective Subsidiaries from time to time concerning or relating to bribery or corruption, including the Foreign Corrupt Practices Act of 1977, and any applicable law or regulation implementing the Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.        “Anti-Terrorism Laws” means each of: (a) the Executive Order; (b) the PATRIOT Act; (c) the Money Laundering Control Act of 1986, 18 U.S.C. Sect. 1956 and any successor statute thereto; (d) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); (e) the Bank Secrecy Act, and the rules and regulations promulgated thereunder; and (f) any other Law of the USA, Canada or any member state of the European Union now or hereafter enacted to monitor, deter or otherwise prevent: (i) terrorism or (ii) the funding or support of terrorism or (iii) money laundering.        “Asset Portfolio” has the meaning set forth in Section 1.2(b).                                       Exh. I-  2 729983207 10446458 





 






                                                    THIRD AMENDED AND RESTATED                                                 RECEIVABLES PURCHASE 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 greatergreatest of (a) 9.5% and, (b) the product of (I) the Loss  Multiplehighest Cumulative Gross Loss Percentage for any Annual Vintage Pool over the prior  seven (7) Fiscal Years, multiplied by (II) 4.0, and (c) the sum of (X) (I) the sum of (i) 1.0 plus (ii) 10.020.0% of the Weighted Average Remaining Months Without Repayment Spike on such date multiplied by the product of (II) 20% multiplied by (III) the average Loss-to-Liquidation Ratio for the immediately preceding three Fiscal Months plus (Y) the product of (I) 80% multiplied by (II) the average Loss-to-Liquidation Ratio for the immediately preceding three Fiscal Months  multiplied by (Z) the Loss Multiple plus (y) the average Dilution Ratio for the immediately preceding three Fiscal Months.        “Credit Loss” means a Receivable that is written off the Seller’s books and records in  accordance with the applicable Originator’s Credit and Collection Policy.         “Cumulative Gross Loss Percentage” means, on any date and with respect to any Annual  Vintage Pool, a percentage equal to (i) the aggregate Outstanding Balance of all Receivables in  such Annual Vintage Pool which became a Credit Loss, in each case, calculated as of the date  such Receivable became a Credit Loss, divided by (ii) the aggregate initial Outstanding Balance  of all Receivables in such Annual Vintage Pool.        “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 any Receivable is either (x) reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise by Seller or any Originator (other than cash Collections on account of the Receivables) or (y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (ii) any of the representations or warranties in Article V are no longer true with respect to any Receivable or (iii) the Related Equipment for any Receivable is Repossessed and sold for less than the fair market value of such Related Equipment, Seller shall be deemed to have received a Collection of such Receivable in the amount of (A) such reduction or cancellation in the case of clause (i) above, (B) the entire Outstanding Balance in the case of clause (ii) above and (C) the difference between the fair market value of the Repossessed Related Equipment and the gross proceeds received upon the sale of such Repossessed Related Equipment in the case of clause (iii) above.        “Deemed Exchange” shall have the meaning set forth in Section 1.5.        “Defaulted Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 121 days or more from the original due date for such payment.        “Default Fee” means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to the greater of (i) $1000 and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 3.50% above the Alternate Base Rate.                                       Exh. I-  7 729983207 10446458 





 






                                                    THIRD AMENDED AND RESTATED                                                 RECEIVABLES PURCHASE AGREEMENT        “Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.        “Financial Institutions” has the meaning set forth in the preamble in this Agreement.        “Financial Institution Yield” means for each respective Rate Tranche Period relating to any Capital (or portion thereof) of any of the Financial Institutions, 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 Financial Institution for each day elapsed during such Rate Tranche Period, annualized on a 360 day basis.        “First Tier Account” means each concentration account, depositary account, lock-box account or similar account in which any Collections are collected or deposited, including, without limitation, by means of automatic funds transfer (other than the Second-Tier Account) and which is listed on Exhibit IV.        “Fiscal Month” means any of the twelve consecutive four week or five week accounting periods used by PDCo for accounting purposes which begin on the Sunday after the last Saturday in April of each year and ending on the last Saturday in April of the next year.        “Fiscal Year” means the twelve consecutive month accounting period used by PDCo for  accounting purposes which begins on the Sunday after the last Saturday in April of each year and  ending on the last Saturday of April of the next year.         “Funding Agreement” means (i) this Agreement and (ii) any agreement or instrument executed by any Funding Source with or for the benefit of a Conduit.        “Funding Source” means with respect to any Conduit (i) such Conduit’s Related Financial Institution(s) or (ii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to such Conduit.        “GAAP”  means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement, provided, that if there occurs after the date of this Agreement any change in GAAP that affects in any material respect the calculation of any amount described in Sections 9.1(f) or (m), Agent and Seller shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such amounts with the intent of having the respective positions of Agent and the Purchasers and Seller after such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, the amounts described in Sections 9.1(f) or (m) shall be calculated as if no such change in GAAP has occurred.        “Group Practice” means a dental practice that has multiple dentists with (i) four or more offices and (ii) $200,000 or more in annual expenditures for goods and inventory.        “Group Practice Obligor” means an Obligor that is both (i) a corporation or other business association that has been in existence for more than five years and (ii) a Group Practice.                                       Exh. I- 13 729983207 10446458 





 






                                                    THIRD AMENDED AND RESTATED                                                 RECEIVABLES PURCHASE AGREEMENT        “Lock-Box” means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit IV.        “Loss Multiple” means (i) 3.5 if the Leverage Ratio is less than or equal to 3.00x and (ii) 4.5 if the Leverage Ratio is greater than 3.00x, in each case as of the last day of the immediately preceding fiscal quarter.        “Loss-to-Liquidation Ratio” means, on any date, an amount equal to the quotient of (i) the Loss Amount divided by (ii) the sum of (x) the total Collections that reduce the Outstanding Balance on the Receivables during the immediately preceding Fiscal Month, plus (y) the Loss Amount,              where:              Loss Amount  =    The sum of (A) the positive number representing the                               difference between (i) the Outstanding Balance of all                               Receivables which became Defaulted Receivables during                               the immediately preceding Fiscal Month minus (ii) the                               Outstanding Balance of all Receivables which ceased to                               continue to be Defaulted Receivables (solely as a                               consequence of any Obligor making a payment on any                               Defaulted Receivable) during the immediately preceding                               Fiscal Month, plus (B) the Outstanding Balance of all                                Receivables that are not Defaulted Receivables and the                                Obligor thereof has taken any action, or suffered any event                                to occur, of the type described in Section 9.1(d) (as if                                references to the Seller Party therein refer to such Obligor)                                during the immediately preceding Fiscal Month.  The Loss                               Amount shall not be less than “zero”.        “Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of any Seller Party and its Subsidiaries, (ii) the ability of any Seller Party to perform its obligations under this Agreement or the Performance Provider to perform its obligations under the Performance Undertaking, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.        “Modified Receivable” means a Receivable as to which the payment terms of the related Contract have been extended or modified for credit reasons since the origination of such Receivable.        “Monthly Report” means a report, in substantially the form of Exhibit X hereto (appropriately completed), furnished by Servicer to Agent and each Purchaser Agent pursuant to Section 8.5.                                       Exh. I- 17 729983207 10446458 





 






                                                    THIRD AMENDED AND RESTATED                                                 RECEIVABLES PURCHASE AGREEMENT        “Moody’s” means Moody’s Investors Service, Inc.        “MUFG”  has the meaning set forth in the Preliminary Statements to this Agreement.        “MUFG Conduit” has the meaning set forth in the Preliminary Statements to this Agreement.        “MUFG Roles” has the meaning set forth in Section 14.13(a).        “Net Portfolio Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by the sum of the following amounts, without duplication: (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor, plus (ii) the aggregate amount by which the Outstanding Balance of all Eligible Receivables that are Veterinary Receivables, exceeds 7.5% of the aggregate Outstanding Balance of all Receivables, plus (iii) the aggregate amount by which the Outstanding Balance of all Eligible Receivables that are EagleSoft Software Receivables, exceeds 1.5% of the aggregate Outstanding Balance of all Receivables, plus (iv) the aggregate amount by which the Outstanding Balance of all Eligible Receivables that are EagleSoft Computer Receivable (also referred to as a “Patterson Computer Receivable”), exceeds 2.0% of the aggregate Outstanding Balance of all Receivables, plus (v) the aggregate amount by which the Outstanding Balance of all Eligible Receivables that are 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, exceeds 25.0% of the aggregate Outstanding Balance of all Receivables, plus (vi) the aggregate amount by which the Outstanding Balance of all Eligible Receivables that are Discounted Receivables, exceeds 15.07.5% of the aggregate Outstanding Balance of all Receivables, plus (vi) the aggregate amount by which the Outstanding Balance of all Eligible Receivables that are Special Market Receivables, exceeds 5.0% of the aggregate Outstanding Balance of all Receivables, plus (vii) the aggregate amount by which the Outstanding Balance of all Eligible Receivables that are either Discounted Receivables or Skip Receivables, exceeds 20.012.5% of the aggregate Outstanding Balance of all Receivables, plus (viii) the aggregate amount by which the Outstanding Balance of all Eligible Receivables that are Extended Discounted Receivables, exceeds 10.020.0% of the aggregate Outstanding Balance of all Receivables, plus (ix) the aggregate amount by which the Outstanding Balance of all Eligible Receivables that are either Extended Discounted Receivables or Extended Skip Receivables, exceeds 15.025.0% of the aggregate Outstanding Balance of all Receivables, plus (x) the excess of the aggregate Outstanding Balance of all Eligible Receivables that are EagleSoft Software Receivables over the aggregate EagleSoft Software Receivable Discounted Balance of all such Receivables.        “Non-Renewing Financial Institution” has the meaning set forth in Section 4.6(a).        “Obligations” shall have the meaning set forth in Section 2.1.        “Obligor” means a Person obligated to make payments pursuant to a Contract.                                       Exh. I- 18 729983207 10446458 





 






                                                    THIRD AMENDED AND RESTATED                                                 RECEIVABLES PURCHASE AGREEMENT        “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 Receivable.        “Weighted Average Remaining Months Without Repayment Spike” means, on any date  of determination, the highest Weighted Average Remaining Months Without Repayment  observed over the twelve (12) immediately preceding Fiscal Months.         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 to a later specified date, the term “from” means “from and including”, and the terms “to” and                                       Exh. I- 27 729983207 10446458